<PAGE>

                                                                     EXHIBIT 4.1

                                                                  EXECUTION COPY

                        AMERICAN ACHIEVEMENT CORPORATION

                     AND EACH OF THE GUARANTORS PARTY HERETO

                    8.25% SENIOR SUBORDINATED NOTES DUE 2012

                                    INDENTURE

                           Dated as of March 25, 2004

                              The Bank of New York

                                     Trustee

<PAGE>

                             CROSS-REFERENCE TABLE*

<TABLE>
<CAPTION>
Trust Indenture
  Act Section                                                                     Indenture Section
<S>                                                                               <C>
310  (a)(1).................................................................             7.10
     (a)(2).................................................................             7.10
     (a)(3).................................................................             N.A.
     (a)(4).................................................................             N.A.
     (a)(5).................................................................             7.10
     (b)....................................................................             7.10
     (c)....................................................................             N.A.
311  (a)....................................................................             7.11
     (b)....................................................................             7.11
     (c)....................................................................             N.A.
312  (a)....................................................................             2.05
     (b)....................................................................            12.03
     (c)....................................................................            12.03
313  (a)....................................................................             7.06
     (b)(1).................................................................             N.A.
     (b)(2).................................................................          7.06; 7.07
     (c)....................................................................         7.06; 12.02
     (d)....................................................................             7.06
314  (a)....................................................................      4.03; 12.02; 12.05
     (b)....................................................................             N.A.
     (c)(1).................................................................            12.04
     (c)(2).................................................................            12.04
     (c)(3).................................................................             N.A.
     (d)....................................................................             N.A.
     (e)....................................................................            12.05
     (f)....................................................................             N.A.
315  (a)....................................................................             7.01
     (b)....................................................................         7.05; 12.02
     (c)....................................................................             7.01
     (d)....................................................................             7.01
     (e)....................................................................             6.11
316  (a) (last sentence)....................................................             2.09
     (a)(1)(A)..............................................................             6.05
     (a)(1)(B)..............................................................             6.04
     (a)(2).................................................................             N.A.
     (b)....................................................................             6.07
     (c)....................................................................             2.12
317  (a)(1).................................................................             6.08
     (a)(2).................................................................             6.09
     (b)....................................................................             2.04
318  (a)....................................................................            12.01
     (b)....................................................................             N.A.
     (c)....................................................................            12.01
</TABLE>

N.A. means not applicable.

* This Cross Reference Table is not part of the Indenture.

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                 Page
<S>                                                                                                              <C>
                                                          ARTICLE 1
                                                DEFINITIONS AND INCORPORATION
                                                         BY REFERENCE

Section 1.01       Definitions............................................................................         1
Section 1.02       Other Definitions......................................................................        21
Section 1.03       Incorporation by Reference of TIA......................................................        22
Section 1.04       Rules of Construction..................................................................        22

                                                          ARTICLE 2
                                                          THE NOTES

Section 2.01       Form and Dating........................................................................        23
Section 2.02       Execution and Authentication...........................................................        24
Section 2.03       Registrar and Paying Agent.............................................................        24
Section 2.04       Paying Agent to Hold Money in Trust....................................................        25
Section 2.05       Holder Lists...........................................................................        25
Section 2.06       Transfer and Exchange..................................................................        25
Section 2.07       Replacement Notes......................................................................        37
Section 2.08       Outstanding Notes......................................................................        37
Section 2.09       Treasury Notes.........................................................................        37
Section 2.10       Temporary Notes........................................................................        38
Section 2.11       Cancellation...........................................................................        38
Section 2.12       Defaulted Interest.....................................................................        38
Section 2.13       Issuance of Additional Notes...........................................................        38
Section 2.14       CUSIP Numbers..........................................................................        39

                                                          ARTICLE 3
                                                  REDEMPTION AND PREPAYMENT

Section 3.01       Notices to Trustee.....................................................................        39
Section 3.02       Selection of Notes to Be Redeemed or Purchased.........................................        39
Section 3.03       Notice of Redemption...................................................................        40
Section 3.04       Effect of Notice of Redemption.........................................................        40
Section 3.05       Deposit of Redemption or Purchase Price................................................        40
Section 3.06       Notes Redeemed or Purchased in Part....................................................        41
Section 3.07       Optional Redemption....................................................................        41
Section 3.08       Mandatory Redemption...................................................................        42
Section 3.09       Offer to Purchase by Application of Excess Proceeds....................................        42

                                                          ARTICLE 4
                                                          COVENANTS

Section 4.01       Payment of Notes.......................................................................        44
Section 4.02       Maintenance of Office or Agency........................................................        44
Section 4.03       Reports................................................................................        44
Section 4.04       Compliance Certificate.................................................................        45
Section 4.05       Taxes..................................................................................        46
Section 4.06       Stay, Extension and Usury Laws.........................................................        46
Section 4.07       Restricted Payments....................................................................        46
Section 4.08       Dividend and Other Payment Restrictions Affecting Subsidiaries.........................        49
</TABLE>

                                        i

<PAGE>

<TABLE>
<S>                                                                                                               <C>
Section 4.09       Incurrence of Indebtedness and Issuance of Preferred Stock.............................        51
Section 4.10       Asset Sales............................................................................        54
Section 4.11       Transactions with Affiliates...........................................................        55
Section 4.12       Liens..................................................................................        56
Section 4.13       Business Activities....................................................................        57
Section 4.14       Corporate Existence....................................................................        57
Section 4.15       Offer to Repurchase Upon Change of Control.............................................        57
Section 4.16       No Layering of Debt....................................................................        59
Section 4.17       Limitation on Sale and Leaseback Transactions..........................................        59
Section 4.18       Payments for Consent...................................................................        59
Section 4.19       Additional Note Guarantees.............................................................        60
Section 4.20       Designation of Restricted and Unrestricted Subsidiaries................................        60

                                                          ARTICLE 5
                                                         SUCCESSORS

Section 5.01       Merger, Consolidation, or Sale of Assets...............................................        61
Section 5.02       Successor Corporation Substituted......................................................        61

                                                          ARTICLE 6
                                                    DEFAULTS AND REMEDIES

Section 6.01       Events of Default......................................................................        62
Section 6.02       Acceleration...........................................................................        63
Section 6.03       Other Remedies.........................................................................        64
Section 6.04       Waiver of Past Defaults................................................................        64
Section 6.05       Control by Majority....................................................................        64
Section 6.06       Limitation on Suits....................................................................        64
Section 6.07       Rights of Holders of Notes to Receive Payment..........................................        65
Section 6.08       Collection Suit by Trustee.............................................................        65
Section 6.09       Trustee May File Proofs of Claim.......................................................        65
Section 6.10       Priorities.............................................................................        66
Section 6.11       Undertaking for Costs..................................................................        66

                                                          ARTICLE 7
                                                           TRUSTEE

Section 7.01       Duties of Trustee......................................................................        66
Section 7.02       Rights of Trustee......................................................................        67
Section 7.03       Individual Rights of Trustee...........................................................        68
Section 7.04       Trustee's Disclaimer...................................................................        68
Section 7.05       Notice of Defaults.....................................................................        68
Section 7.06       Reports by Trustee to Holders of the Notes.............................................        69
Section 7.07       Compensation and Indemnity.............................................................        69
Section 7.08       Replacement of Trustee.................................................................        70
Section 7.09       Successor Trustee by Merger, etc.......................................................        71
Section 7.10       Eligibility; Disqualification..........................................................        71
Section 7.11       Preferential Collection of Claims Against Company......................................        71

                                                          ARTICLE 8
                                          LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01       Option to Effect Legal Defeasance or Covenant Defeasance...............................        71
Section 8.02       Legal Defeasance and Discharge.........................................................        71
Section 8.03       Covenant Defeasance....................................................................        72
</TABLE>

                                       ii

<PAGE>

<TABLE>
<S>                                                                                                               <C>
Section 8.04       Conditions to Legal or Covenant Defeasance.............................................        72
Section 8.05       Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous
                    Provisions............................................................................        73
Section 8.06       Repayment to Company...................................................................        74
Section 8.07       Reinstatement..........................................................................        74

                                                         ARTICLE 9
                                              AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01       Without Consent of Holders of Notes....................................................        74
Section 9.02       With Consent of Holders of Notes.......................................................        75
Section 9.03       Compliance with TIA....................................................................        76
Section 9.04       Revocation and Effect of Consents......................................................        77
Section 9.05       Notation on or Exchange of Notes.......................................................        77
Section 9.06       Trustee to Sign Amendments, etc........................................................        77

                                                         ARTICLE 10
                                                       SUBORDINATION

Section 10.01      Agreement to Subordinate...............................................................        77
Section 10.02      Liquidation; Dissolution; Bankruptcy...................................................        78
Section 10.03      Default on Designated Senior Debt......................................................        78
Section 10.04      Acceleration of Notes..................................................................        79
Section 10.05      When Distribution Must Be Paid Over....................................................        79
Section 10.06      Notice by Company......................................................................        79
Section 10.07      Subrogation............................................................................        79
Section 10.08      Relative Rights........................................................................        80
Section 10.09      Subordination May Not Be Impaired by Company...........................................        80
Section 10.10      Distribution or Notice to Representative...............................................        80
Section 10.11      Rights of Trustee and Paying Agent.....................................................        80
Section 10.12      Authorization to Effect Subordination..................................................        81
Section 10.13      Amendments.............................................................................        81

                                                         ARTICLE 11
                                                       NOTE GUARANTEES

Section 11.01      Guarantee..............................................................................        81
Section 11.02      Subordination of Note Guarantee........................................................        82
Section 11.03      Limitation on Guarantor Liability......................................................        82
Section 11.04      Execution and Delivery of Note Guarantee...............................................        83
Section 11.05      Guarantors May Consolidate, etc., on Certain Terms.....................................        83
Section 11.06      Releases...............................................................................        84

                                                         ARTICLE 12
                                                 satisfaction and discharge

Section 12.01      Satisfaction and Discharge.............................................................        84
Section 12.02      Application of Trust Money.............................................................        85

                                                          ARTICLE 13
                                                        MISCELLANEOUS

Section 13.01      TIA Controls...........................................................................        86
Section 13.02      Notices................................................................................        86
Section 13.03      Communication by Holders of Notes with Other Holders of Notes..........................        87
Section 13.04      Certificate and Opinion as to Conditions Precedent.....................................        87
</TABLE>

                                       iii

<PAGE>

<TABLE>
<S>                                                                                                               <C>
Section 13.05      Statements Required in Certificate or Opinion..........................................        87
Section 13.06      Rules by Trustee and Agents............................................................        88
Section 13.07      No Personal Liability of Directors, Officers, Employees and Stockholders...............        88
Section 13.08      Governing Law..........................................................................        88
Section 13.09      No Adverse Interpretation of Other Agreements..........................................        88
Section 13.10      Successors.............................................................................        88
Section 13.11      Severability...........................................................................        88
Section 13.12      Counterpart Originals..................................................................        88
Section 13.13      Table of Contents, Headings, etc.......................................................        89
</TABLE>

                                    EXHIBITS

Exhibit A1  FORM OF NOTE
Exhibit A2  FORM OF REGULATION S TEMPORARY GLOBAL NOTE
Exhibit B   FORM OF CERTIFICATE OF TRANSFER
Exhibit C   FORM OF CERTIFICATE OF EXCHANGE
Exhibit D   FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR
Exhibit E   FORM OF NOTATION OF GUARANTEE
Exhibit F   FORM OF SUPPLEMENTAL INDENTURE

                                       iv

<PAGE>

      INDENTURE dated as of March 25, 2004 among American Achievement
Corporation, a Delaware corporation, the Guarantors (as defined) and The Bank of
New York, as trustee.

      The Company, the Guarantors and the Trustee agree as follows for the
benefit of each other and for the equal and ratable benefit of the Holders (as
defined) of the 8.25% Senior Subordinated Notes due 2012 (the "Notes"):

                                    ARTICLE 1
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

Section 1.01 Definitions.

      "144A Global Note" means a Global Note substantially in the form of
Exhibit A1 hereto bearing the Global Note Legend and the Private Placement
Legend and deposited with or on behalf of, and registered in the name of, the
Depositary or its nominee that will be issued in a denomination equal to the
outstanding principal amount of the Notes sold in reliance on Rule 144A.

      "Acquired Debt" means, with respect to any specified Person:

            (1) Indebtedness of any other Person existing at the time such other
      Person is merged with or into or became a Subsidiary of such specified
      Person, whether or not such Indebtedness is incurred in connection with,
      or in contemplation of, such other Person merging with or into, or
      becoming a Restricted Subsidiary of, such specified Person; and

            (2) Indebtedness secured by a Lien encumbering any asset acquired by
      such specified Person.

      "Additional Notes" means additional Notes (other than the Initial Notes)
issued from time to time under this Indenture in accordance with Sections 2.02
and 4.09 hereof, as part of the same series as the Initial Notes.

      "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control,"
as used with respect to any Person, means the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of such Person, whether through the ownership of voting securities, by
agreement or otherwise; provided that beneficial ownership of 10% or more of the
Voting Stock of a Person will be deemed to be control. For purposes of this
definition, the terms "controlling," "controlled by" and "under common control
with" have correlative meanings.

      "Agent" means any Registrar, co-registrar, Paying Agent or additional
paying agent.

      "Applicable Procedures" means, with respect to any transfer or exchange of
or for beneficial interests in any Global Note, the rules and procedures of the
Depositary, Euroclear and Clearstream that apply to such transfer or exchange.

      "Asset Sale" means:

            (1) the sale, lease, conveyance or other disposition of any assets
      or rights; provided that the sale, lease, conveyance or other disposition
      of all or substantially all of the assets of the Company and its
      Restricted Subsidiaries taken as a whole will be governed by the
      provisions of

                                       1

<PAGE>

      Section 4.15 hereof and/or the provisions of Section 5.01 hereof, and not
      by the provisions of Section 4.10 hereof; and

            (2) the issuance of Equity Interests in any of the Company's
      Restricted Subsidiaries or the sale of Equity Interests in any of its
      Restricted Subsidiaries (other than directors' qualifying shares).

      Notwithstanding the preceding, none of the following items will be deemed
to be an Asset Sale:

            (1) any single transaction or series of related transactions that
      involves assets having a Fair Market Value of less than $2.0 million;

            (2) a transfer of assets between or among the Company and its
      Restricted Subsidiaries;

            (3) an issuance of Equity Interests by a Restricted Subsidiary of
      the Company to the Company or to a Restricted Subsidiary of the Company;

            (4) the sale, licensing or lease of inventory, products,
      intellectual property services or accounts receivable in the ordinary
      course of business and any sale or other disposition of damaged, worn-out
      or obsolete assets in the ordinary course of business;

            (5) the sale or other disposition of cash or Cash Equivalents; and

            (6) a Restricted Payment that does not violate Section 4.07 hereof
      or a Permitted Investment.

      "Attributable Debt" in respect of a sale and leaseback transaction means,
at the time of determination, the present value of the obligation of the lessee
for net rental payments during the remaining term of the lease included in such
sale and leaseback transaction. Such present value shall be calculated using a
discount rate equal to the rate of interest implicit in such transaction,
determined in accordance with GAAP; provided, however, that if such sale and
leaseback transaction results in a Capital Lease Obligation, the amount of
Indebtedness represented thereby will be determined in accordance with the
definition of "Capital Lease Obligation."

      "Bankruptcy Law" means Title 11, U.S. Code or any similar federal or state
law for the relief of debtors.

      "Beneficial Owner" has the meaning assigned to such term in Rule 13d-3 and
Rule 13d-5 under the Exchange Act, except that in calculating the beneficial
ownership of any particular "person" (as that term is used in Section 13(d)(3)
of the Exchange Act), such "person" will be deemed to have beneficial ownership
of all securities that such "person" has the right to acquire by conversion or
exercise of other securities, whether such right is currently exercisable or is
exercisable only after the passage of time. The terms "Beneficially Owns" and
"Beneficially Owned" have a corresponding meaning.

      "Board of Directors" means:

            (1) with respect to a corporation, the board of directors of the
      corporation or any committee thereof duly authorized to act on behalf of
      such board;

            (2) with respect to a partnership, the Board of Directors of the
      general partner of the partnership;

                                       2

<PAGE>

            (3) with respect to a limited liability company, the managing member
      or members or any controlling committee of managing members thereof; and

            (4) with respect to any other Person, the board or committee of such
      Person serving a similar function.

      "Broker-Dealer" has the meaning set forth in the Registration Rights
Agreement.

      "Business Day" means any day other than a Legal Holiday.

      "Capital Lease Obligation" means, at the time any determination is to be
made, the amount of the liability in respect of a capital lease that would at
that time be required to be capitalized on a balance sheet prepared in
accordance with GAAP, and the Stated Maturity thereof shall be the date of the
last payment of rent or any other amount due under such lease prior to the first
date upon which such lease may be prepaid by the lessee without payment of a
penalty.

      "Capital Stock" means:

            (1) in the case of a corporation, corporate stock;

            (2) in the case of an association or business entity, any and all
      shares, interests, participations, rights or other equivalents (however
      designated) of corporate stock;

            (3) in the case of a partnership or limited liability company,
      partnership interests (whether general or limited) or membership
      interests; and

            (4) any other interest or participation that confers on a Person the
      right to receive a share of the profits and losses of, or distributions of
      assets of, the issuing Person, but excluding from all of the foregoing any
      debt securities convertible into Capital Stock, whether or not such debt
      securities include any right of participation with Capital Stock.

      "Cash Equivalents" means:

            (1) United States dollars;

            (2) securities issued or directly and fully guaranteed or insured by
      the United States government or any agency or instrumentality of the
      United States government (provided that the full faith and credit of the
      United States is pledged in support of those securities) having maturities
      of not more than twelve months from the date of acquisition;

            (3) certificates of deposit and eurodollar time deposits with
      maturities of one year or less from the date of acquisition, bankers'
      acceptances with maturities not exceeding twelve months and overnight bank
      deposits, in each case, with any lender party to the Credit Agreement or
      with any domestic commercial bank having capital and surplus in excess of
      $500.0 million and a Thomson Bank Watch Rating of "B" or better;

            (4) repurchase obligations with a term of not more than seven days
      for underlying securities of the types described in clauses (2) and (3)
      above entered into with any financial institution meeting the
      qualifications specified in clause (3) above;

                                       3

<PAGE>

            (5) commercial paper having one of the two highest ratings
      obtainable from Moody's or S&P, in each case, maturing within twelve
      months after the date of acquisition; and

            (6) money market funds, substantially all of the assets of which
      constitute Cash Equivalents of the kinds described in clauses (1) through
      (5) of this definition.

      "Change of Control" means the occurrence of any of the following:

            (1) the direct or indirect sale, lease, transfer, conveyance or
      other disposition (other than by way of merger or consolidation), in one
      or a series of related transactions, of all or substantially all of the
      properties or assets of the Company and its Subsidiaries taken as a whole
      to any "person" (as that term is used in Section 13(d) of the Exchange
      Act) other than a Principal or a Related Party of a Principal;

            (2) the adoption of a plan relating to the liquidation or
      dissolution of the Company;

            (3) the consummation of any transaction (including, without
      limitation, any merger or consolidation), the result of which is that any
      "person" (as defined in clause (1) above), other than the Principals and
      their Related Parties or a Permitted Group, becomes the Beneficial Owner,
      directly or indirectly, of more than 50% of the Voting Stock of the
      Company, measured by voting power rather than number of shares; or

            (4) after an initial public offering of the Company or any direct or
      indirect parent of the Company, the first day on which a majority of the
      members of the Board of Directors of the Company are not Continuing
      Directors.

      "Clearstream" means Clearstream Banking, S.A.

      "Company" means American Achievement Corporation, and any and all
successors thereto.

      "Consolidated Cash Flow" means, with respect to any specified Person for
any period, the Consolidated Net Income of such Person for such period plus,
without duplication:

            (1) an amount equal to any extraordinary loss plus any net loss
      realized by such Person or any of its Restricted Subsidiaries in
      connection with an Asset Sale, to the extent such losses were deducted in
      computing such Consolidated Net Income; plus

            (2) taxes paid and provision for taxes based on income or profits of
      such Person and its Restricted Subsidiaries for such period, to the extent
      that such taxes or provision for taxes was deducted in computing such
      Consolidated Net Income; plus

            (3) the Fixed Charges of such Person and its Restricted Subsidiaries
      for such period, to the extent that such Fixed Charges were deducted in
      computing such Consolidated Net Income; plus

            (4) depreciation, amortization (including amortization of
      intangibles but excluding amortization of prepaid cash expenses that were
      paid in a prior period) and other non-cash expenses (excluding any such
      non-cash expense to the extent that it represents an accrual of or reserve
      for cash expenses in any future period or amortization of a prepaid cash
      expense that was paid in a prior period) of such Person and its Restricted
      Subsidiaries for such period to the extent

                                       4

<PAGE>

      that such depreciation, amortization and other non-cash expenses were
      deducted in computing such Consolidated Net Income; plus

            (5) any non-recurring fees, charges or other expenses made or
      incurred in connection with the acquisition and the financing thereof as
      described in the Offering Circular under the heading "The Transactions"
      within 90 days of the date of this Indenture that were deducted in
      computing Consolidated Net Income; minus

            (6) non-cash items increasing such Consolidated Net Income for such
      period, other than the accrual of revenue or the reversal of reserves in
      the ordinary course of business,

      in each case, on a consolidated basis and determined in accordance with
      GAAP.

      "Consolidated Net Income" means, with respect to any specified Person for
any period, the aggregate of the Net Income of such Person and its Restricted
Subsidiaries for such period, on a consolidated basis, determined in accordance
with GAAP; provided that:

            (1) the Net Income of any Person that is not a Restricted Subsidiary
      or that is accounted for by the equity method of accounting will be
      included only to the extent of the amount of dividends or similar
      distributions paid in cash to the specified Person or a Restricted
      Subsidiary of the Person (and if such Net Income is a loss it will be
      included only to the extent that such loss has been funded with cash by
      the specified Person or a Restricted Subsidiary of the specified Person);

            (2) the Net Income of any Restricted Subsidiary will be excluded to
      the extent that the declaration or payment of dividends or similar
      distributions by that Restricted Subsidiary of that Net Income is not at
      the date of determination permitted without any prior governmental
      approval (that has not been obtained) or, directly or indirectly, by
      operation of the terms of its charter or any agreement (other than Credit
      Facilities whose sole restriction on such declaration or payment occurs
      only upon the occurrence of or during the existence or continuance of a
      default or event of default), instrument, judgment, decree, order,
      statute, rule or governmental regulation applicable to that Restricted
      Subsidiary or its stockholders;

            (3) the cumulative effect of a change in accounting principles will
      be excluded; and

            (4) notwithstanding clause (1) above, the Net Income of any
      Unrestricted Subsidiary will be excluded, whether or not distributed to
      the specified Person or one of its Subsidiaries.

      "Continuing Directors" means, as of any date of determination, any member
of the Board of Directors of the Company who:

            (1) was a member of such Board of Directors on the date of this
      Indenture; or

            (2) was nominated for election or elected to such Board of Directors
      by the Principals or a Related Party of the Principals or with the
      approval of a majority of the Continuing Directors who were members of
      such Board of Directors at the time of such nomination or election.

      "Corporate Trust Office of the Trustee" means the principal office of the
Trustee at which at any time its corporate trust business shall be administered,
which office at the date hereof is located at 101 Barclay Street, Floor 8 West,
New York, New York 10286, Attention: Corporate Trust Administration, or such
other address as the Trustee may designate from time to time by notice to the
Holders and the

                                       5

<PAGE>

Company, or the principal corporate trust office of any successor Trustee (or
such other address as such successor Trustee may designate from time to time by
notice to the Holders and the Company).

      "Credit Agreement" means that certain credit agreement, dated as of March
25, 2004, by and among AAC Acquisition Corp., Parent, certain of the Company's
subsidiaries, as guarantors, Goldman Sachs Credit Partners L.P., as joint lead
arranger, joint bookrunner, administrative agent and collateral agent, Deutsche
Bank Securities Inc., as joint lead arranger and joint bookrunner, Deutsche Bank
A.G., Cayman Islands Branch, as syndication agent, CIT Lending Services
Corporation, as a co-documentation agent, General Electric Capital Corporation,
as a co-documentation agent, Merrill Lynch Capital, a Division of Merrill Lynch
Business Financial Services Inc., as a co-documentation agent and the lenders
party thereto, providing for up to $195.0 million of revolving credit and term
loan borrowings, including any related notes, guarantees, collateral documents,
instruments and agreements executed in connection therewith, and, in each case,
as amended, supplemented, restated, modified, renewed, refunded, restructured,
replaced (whether upon or after termination or otherwise) or refinanced
(including by means of sales of debt securities to institutional investors) in
whole or in part from time to time.

      "Credit Facilities" means, one or more debt facilities (including, without
limitation, the Credit Agreement) or commercial paper facilities, in each case
with banks or other institutional lenders providing for revolving credit loans,
term loans, receivables financing (including through the sale of receivables to
such lenders or to special purpose entities formed to borrow from such lenders
against such receivables) or letters of credit, in each case, as amended,
supplemented, restated, modified, renewed, refunded, restructured, replaced
(whether upon or after termination or otherwise) or refinanced (including by
means of sales of debt securities to institutional investors) in whole or in
part from time to time.

      "Custodian" means the Trustee, as custodian with respect to the Notes in
global form, or any successor entity thereto.

      "Default" means any event that is, or with the passage of time or the
giving of notice or both would be, an Event of Default.

      "Definitive Note" means a certificated Note registered in the name of the
Holder thereof and issued in accordance with Section 2.06 hereof, substantially
in the form of Exhibit A1 hereto except that such Note shall not bear the Global
Note Legend and shall not have the "Schedule of Exchanges of Interests in the
Global Note" attached thereto.

      "Depositary" means, with respect to the Notes issuable or issued in whole
or in part in global form, the Person specified in Section 2.03 hereof as the
Depositary with respect to the Notes, and any and all successors thereto
appointed as depositary hereunder and having become such pursuant to the
applicable provision of this Indenture.

      "Designated Senior Debt" means:

            (1) any Indebtedness outstanding under the Credit Agreement; and

            (2) after payment in full of all Obligations under the Credit
Agreement, any other Senior Debt permitted under this Indenture the principal
amount of which is $25.0 million or more and that has been designated by the
Company as "Designated Senior Debt."

      "Disqualified Stock" means any Capital Stock that, by its terms (or by the
terms of any security into which it is convertible, or for which it is
exchangeable, in each case, at the option of the holder of the Capital Stock),
or upon the happening of any event, matures or is mandatorily redeemable,
pursuant to a

                                       6

<PAGE>

sinking fund obligation or otherwise, or redeemable at the option of the holder
of the Capital Stock, in whole or in part, on or prior to the date that is 91
days after the date on which the Notes mature. Notwithstanding the preceding
sentence, any Capital Stock that would constitute Disqualified Stock solely
because the holders of the Capital Stock have the right to require the Company
to repurchase such Capital Stock upon the occurrence of a change of control or
an asset sale will not constitute Disqualified Stock if the terms of such
Capital Stock provide that the Company may not repurchase or redeem any such
Capital Stock pursuant to such provisions unless such repurchase or redemption
complies with Section 4.07 hereof. The amount of Disqualified Stock deemed to be
outstanding at any time for purposes of this Indenture will be the maximum
amount that the Company and its Restricted Subsidiaries may become obligated to
pay upon the maturity of, or pursuant to any mandatory redemption provisions of,
such Disqualified Stock, exclusive of accrued dividends.

      "Domestic Subsidiary" means any Restricted Subsidiary of the Company that
was formed under the laws of the United States or any state of the United States
or the District of Columbia or that guarantees or otherwise provides direct
credit support for any Indebtedness of the Company.

      "Equity Interests" means Capital Stock and all warrants, options or other
rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).

      "Equity Offering" means an offering or sale of Equity Interests (other
than Disqualified Stock) of the Company (whether offered or sold independently
or as part of an offering or sale of units).

      "Euroclear" means Euroclear Bank, S.A./N.V., as operator of the Euroclear
system.

      "Exchange Act" means the Securities Exchange Act of 1934, as amended.

      "Exchange Notes" means the Notes issued in the Exchange Offer pursuant to
Section 2.06(f) hereof.

      "Exchange Offer" has the meaning set forth in the Registration Rights
Agreement.

      "Exchange Offer Registration Statement" has the meaning set forth in the
Registration Rights Agreement.

      "Existing Indebtedness" means Indebtedness of the Company and its
Subsidiaries (other than Indebtedness under the Credit Agreement) in existence
on the date of this Indenture, until such amounts are repaid.

      "Fair Market Value" means the value that would be paid by a willing buyer
to an unaffiliated willing seller in a transaction not involving distress or
necessity of either party, and, in the case of any transaction involving
aggregate consideration in excess of $10.0 million, as determined in good faith
by the Board of Directors of the Company (unless otherwise provided in this
Indenture).

      "Fixed Charge Coverage Ratio" means with respect to any specified Person
for any period, the ratio of the Consolidated Cash Flow of such Person for such
period to the Fixed Charges of such Person for such period. In the event that
the specified Person or any of its Restricted Subsidiaries incurs, assumes,
guarantees, repays, repurchases, redeems, defeases or otherwise discharges any
Indebtedness (other than ordinary working capital borrowings) or issues,
repurchases or redeems preferred stock subsequent to the commencement of the
period for which the Fixed Charge Coverage Ratio is being calculated and on or
prior to the date on which the event for which the calculation of the Fixed
Charge Coverage Ratio is made (the "Calculation Date"), then the Fixed Charge
Coverage Ratio will be

                                       7

<PAGE>

calculated giving pro forma effect to such incurrence, assumption, guarantee,
repayment, repurchase, redemption, defeasance or other discharge of
Indebtedness, or such issuance, repurchase or redemption of preferred stock, and
the use of the proceeds therefrom, as if the same had occurred at the beginning
of the applicable four-quarter reference period.

      In addition, for purposes of calculating the Fixed Charge Coverage Ratio:

            (1) acquisitions that have been made by the specified Person or any
      of its Restricted Subsidiaries, including through mergers or
      consolidations, or any Person or any of its Restricted Subsidiaries
      acquired by the specified Person or any of its Restricted Subsidiaries,
      and including any related financing transactions and including increases
      in ownership of Restricted Subsidiaries, during the four-quarter reference
      period or subsequent to such reference period and on or prior to the
      Calculation Date will be given pro forma effect (in accordance with
      Regulation S-X under the Securities Act) as if they had occurred on the
      first day of the four-quarter reference period;

            (2) the Consolidated Cash Flow attributable to discontinued
      operations, as determined in accordance with GAAP, and operations or
      businesses (and ownership interests therein) disposed of prior to the
      Calculation Date, will be excluded;

            (3) the Fixed Charges attributable to discontinued operations, as
      determined in accordance with GAAP, and operations or businesses (and
      ownership interests therein) disposed of prior to the Calculation Date,
      will be excluded, but only to the extent that the obligations giving rise
      to such Fixed Charges will not be obligations of the specified Person or
      any of its Restricted Subsidiaries following the Calculation Date;

            (4) any Person that is a Restricted Subsidiary on the Calculation
      Date will be deemed to have been a Restricted Subsidiary at all times
      during such four-quarter period;

            (5) any Person that is not a Restricted Subsidiary on the
      Calculation Date will be deemed not to have been a Restricted Subsidiary
      at any time during such four-quarter period; and

            (6) if any Indebtedness bears a floating rate of interest, the
      interest expense on such Indebtedness will be calculated as if the rate in
      effect on the Calculation Date had been the applicable rate for the entire
      period (taking into account any Hedging Obligation applicable to such
      Indebtedness).

      "Fixed Charges" means, with respect to any specified Person for any
period, the sum, without duplication, of:

            (1) the consolidated interest expense of such Person and its
      Restricted Subsidiaries for such period, whether paid or accrued,
      including, without limitation, amortization of debt issuance costs and
      original issue discount, non-cash interest payments, the interest
      component of any deferred payment obligations, the interest component of
      all payments associated with Capital Lease Obligations, imputed interest
      with respect to Attributable Debt, commissions, discounts and other fees
      and charges incurred in respect of letter of credit or bankers' acceptance
      financings, and net of the effect of all payments made or received
      pursuant to Hedging Obligations in respect of interest rates; plus

            (2) the consolidated interest expense of such Person and its
      Restricted Subsidiaries that was capitalized during such period; plus

                                       8

<PAGE>

            (3) any interest on Indebtedness of another Person that is
      guaranteed by such Person or one of its Restricted Subsidiaries or secured
      by a Lien on assets of such Person or one of its Restricted Subsidiaries,
      whether or not such guarantee or Lien is called upon; plus

            (4) the product of (a) all dividends, whether paid or accrued and
      whether or not in cash, on any series of preferred stock of such Person or
      any of its Restricted Subsidiaries, other than dividends on Equity
      Interests payable solely in Equity Interests of the Company (other than
      Disqualified Stock) or to the Company or a Restricted Subsidiary of the
      Company, times (b) a fraction, the numerator of which is one and the
      denominator of which is one minus the then current combined federal, state
      and local statutory tax rate of such Person, expressed as a decimal, in
      each case, determined on a consolidated basis in accordance with GAAP.

      "Foreign Subsidiary" means any Restricted Subsidiary of the Company that
is not a Domestic Subsidiary.

      "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as have been approved by a significant segment of the accounting
profession, as of the date of this Indenture.

      "Global Note Legend" means the legend set forth in Section 2.06(g)(2)
hereof, which is required to be placed on all Global Notes issued under this
Indenture.

      "Global Notes" means, individually and collectively, each of the
Restricted Global Notes and the Unrestricted Global Notes deposited with or on
behalf of and registered in the name of the Depository or its nominee,
substantially in the form of Exhibit A1 hereto and that bears the Global Note
Legend and that has the "Schedule of Exchanges of Interests in the Global Note"
attached thereto, issued in accordance with Section 2.01, 2.06(b)(3),
2.06(b)(4), 2.06(d)(2) or 2.06(f) hereof.

      "Government Securities" means direct obligations of, or obligations
guaranteed by, the United States of America, and the payment for which the
United States pledges its full faith and credit.

      "Guarantee" means a guarantee other than by endorsement of negotiable
instruments for collection in the ordinary course of business, direct or
indirect, in any manner including, without limitation, by way of a pledge of
assets or through letters of credit or reimbursement agreements in respect
thereof, of all or any part of any Indebtedness (whether arising by virtue of
partnership arrangements, or by agreements to keep-well, to purchase assets,
goods, securities or services, to take or pay or to maintain financial statement
conditions or otherwise).

      "Guarantors" means:

            (1) each Domestic Subsidiary of the Company on the date of this
      Indenture, other than ECI Scholarship Foundation, a Texas not-for-profit
      corporation; and

            (2) any other Restricted Subsidiary of the Company that executes a
      Note Guarantee in accordance with the provisions of this Indenture,

and their respective successors and assigns, in each case, until the Note
Guarantee of such Person has been released in accordance with the provisions of
this Indenture.

                                       9

<PAGE>

      "Hedging Obligations" means, with respect to any specified Person, the
obligations of such Person under:

            (1) interest rate swap agreements (whether from fixed to floating or
      from floating to fixed), interest rate cap agreements and interest rate
      collar agreements;

            (2) other agreements or arrangements designed to manage interest
      rates or interest rate risk; and

            (3) other agreements or arrangements designed to protect such Person
      against fluctuations in currency exchange rates or commodity prices.

      "Holder" means a Person in whose name a Note is registered.

      "IAI Global Note" means a Global Note substantially in the form of Exhibit
A1 hereto bearing the Global Note Legend and the Private Placement Legend and
deposited with or on behalf of and registered in the name of the Depositary or
its nominee that will be issued in a denomination equal to the outstanding
principal amount of the Notes sold to Institutional Accredited Investors.

      "Immaterial Subsidiary" means, as of any date, any Restricted Subsidiary
whose total assets, as of that date, are less than $100,000 and whose total
revenues for the most recent 12-month period do not exceed $100,000; provided
that a Restricted Subsidiary will not be considered an Immaterial Subsidiary if
it, as of any date, together with all other Immaterial Subsidiaries, has net
assets as of such date in excess of $500,000 or has total revenues for the most
recent 12-month period in excess of $500,000; provided further that a Restricted
Subsidiary will not be considered to be an Immaterial Subsidiary if it, directly
or indirectly, guarantees or otherwise provides direct credit support for any
Indebtedness of the Company.

      "Indebtedness" means, with respect to any specified Person, any
indebtedness of such Person (excluding accrued expenses and trade payables),
whether or not contingent:

            (1) in respect of borrowed money;

            (2) evidenced by bonds, notes, debentures or similar instruments or
      letters of credit (or reimbursement agreements in respect thereof);

            (3) in respect of bankers' acceptances;

            (4) representing Capital Lease Obligations or Attributable Debt in
      respect of sale and leaseback transactions;

            (5) representing the balance deferred and unpaid of the purchase
      price of any property or services due more than six months after such
      property is acquired or such services are completed, except any such
      balance that constitutes an accrued expense or trade payable; or

            (6) representing any Hedging Obligations or obligations under
      precious metal consignment agreements,

if and to the extent any of the preceding items (other than letters of credit,
Attributable Debt and Hedging Obligations) would appear as a liability upon a
balance sheet of the specified Person prepared in accordance with GAAP. In
addition, the term "Indebtedness" includes all Indebtedness of others secured by
a Lien on any asset of the specified Person (whether or not such Indebtedness is
assumed by the

                                       10

<PAGE>

specified Person) and, to the extent not otherwise included, the guarantee by
the specified Person of any Indebtedness of any other Person.

      "Indenture" means this Indenture, as amended or supplemented from time to
time.

      "Indirect Participant" means a Person who holds a beneficial interest in a
Global Note through a Participant.

      "Initial Notes" means the first $150,000,000 aggregate principal amount of
Notes issued under this Indenture on the date hereof.

      "Initial Purchasers" means Goldman, Sachs & Co. and Deutsche Bank
Securities Inc.

      "Institutional Accredited Investor" means an institution that is an
"accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act, who are not also QIBs.

      "Investments" means, with respect to any Person, all direct or indirect
investments by such Person in other Persons (including Affiliates) in the forms
of loans (including guarantees or other obligations), advances or capital
contributions (excluding commission, travel and similar advances to officers and
employees made in the ordinary course of business), purchases or other
acquisitions for consideration of Indebtedness, Equity Interests or other
securities, together with all items that are or would be classified as
investments on a balance sheet prepared in accordance with GAAP. If the Company
or any Subsidiary of the Company sells or otherwise disposes of any Equity
Interests of any direct or indirect Subsidiary of the Company such that, after
giving effect to any such sale or disposition, such Person is no longer a
Subsidiary of the Company, the Company will be deemed to have made an Investment
on the date of any such sale or disposition equal to the Fair Market Value of
the Company's Investments in such Subsidiary that were not sold or disposed of
in an amount determined as provided in the final paragraph of Section 4.07
hereof. The acquisition by the Company or any Subsidiary of the Company of a
Person that holds an Investment in a third Person will be deemed to be an
Investment by the Company or such Subsidiary in such third Person in an amount
equal to the Fair Market Value of the Investments held by the acquired Person in
such third Person in an amount determined as provided in the final paragraph of
Section 4.07 hereof. Except as otherwise provided in this Indenture, the amount
of an Investment will be determined at the time the Investment is made and
without giving effect to subsequent changes in value.

      "Legal Holiday" means a Saturday, a Sunday or a day on which banking
institutions in the City of New York or at a place of payment are authorized by
law, regulation or executive order to remain closed. If a payment date is a
Legal Holiday at a place of payment, payment may be made at that place on the
next succeeding day that is not a Legal Holiday, and no interest shall accrue on
such payment for the intervening period.

      "Letter of Transmittal" means the letter of transmittal to be prepared by
the Company and sent to all Holders of the Notes for use by such Holders in
connection with the Exchange Offer.

      "Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset,
whether or not filed, recorded or otherwise perfected under applicable law,
including any conditional sale or other title retention agreement, any lease in
the nature thereof, any option or other agreement to sell or give a security
interest in and any filing of or agreement to give any financing statement under
the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

                                       11

<PAGE>

      "Moody's" means Moody's Investors Service, Inc.

      "Net Income" means, with respect to any specified Person, the net income
(loss) of such Person, determined in accordance with GAAP and before any
reduction in respect of preferred stock dividends, excluding, however:

            (1) any gain or loss, together with any related provision for taxes
      on such gain or loss, realized in connection with:

                  (a) any Asset Sale; or

                  (b) the disposition of any securities by such Person or any of
      its Restricted Subsidiaries or the extinguishment of any Indebtedness of
      such Person or any of its Restricted Subsidiaries; and

            (2) any extraordinary gain or loss, together with any related
      provision for taxes on such extraordinary gain or loss.

      "Net Proceeds" means the aggregate cash proceeds received by the Company
or any of its Restricted Subsidiaries in respect of any Asset Sale (including,
without limitation, any cash received upon the sale or other disposition of any
non-cash consideration received in any Asset Sale), net of the direct costs
relating to such Asset Sale, including, without limitation, legal, accounting
and investment banking fees, and sales commissions, and any relocation expenses
incurred as a result of the Asset Sale, taxes paid or payable as a result of the
Asset Sale, in each case, after taking into account any available tax credits or
deductions and any tax sharing arrangements, and amounts required to be applied
to the repayment of Indebtedness, other than Senior Debt, secured by a Lien on
the asset or assets that were the subject of such Asset Sale and any reserve for
adjustment in respect of the sale price of such asset or assets established in
accordance with GAAP.

      "Non-Recourse Debt" means Indebtedness:

            (1) as to which neither the Company nor any of its Restricted
      Subsidiaries (a) provides credit support of any kind (including any
      undertaking, agreement or instrument that would constitute Indebtedness),
      (b) is directly or indirectly liable as a guarantor or otherwise, or (c)
      constitutes the lender;

            (2) no default with respect to which (including any rights that the
      holders of the Indebtedness may have to take enforcement action against an
      Unrestricted Subsidiary) would permit upon notice, lapse of time or both
      any holder of any other Indebtedness (other than the Notes) of the Company
      or any of its Restricted Subsidiaries to declare a default on such other
      Indebtedness or cause the payment of the Indebtedness to be accelerated or
      payable prior to its Stated Maturity; and

            (3) as to which the lenders have been notified in writing that they
      will not have any recourse to the stock or assets of the Company or any of
      its Restricted Subsidiaries.

      "Non-U.S. Person" means a Person who is not a U.S. Person.

      "Note Guarantee" means the Guarantee by each Guarantor of the Company's
obligations under this Indenture and the Notes, executed pursuant to the
provisions of this Indenture.

                                       12

<PAGE>

      "Notes" has the meaning assigned to it in the preamble to this Indenture.
The Initial Notes and the Additional Notes shall be treated as a single class
for all purposes under this Indenture, and unless the context otherwise
requires, all references to the Notes shall include the Initial Notes and any
Additional Notes.

      "Obligations" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness.

      "Offering Circular" means the final Offering Circular of the Company,
dated March 17, 2004 with respect to the Notes.

      "Officer" means, with respect to any Person, the Chairman of the Board,
the Chief Executive Officer, the President, the Chief Operating Officer, the
Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller,
the Secretary or any Vice-President of such Person.

      "Officers' Certificate" means a certificate signed on behalf of the
Company by two Officers of the Company, one of whom must be the principal
executive officer, the principal financial officer, the treasurer or the
principal accounting officer of the Company, that meets the requirements of
Section 13.05 hereof.

      "Opinion of Counsel" means an opinion from legal counsel who is reasonably
acceptable to the Trustee, that meets the requirements of Section 13.05 hereof.
The counsel may be an employee of or counsel to the Company, any Subsidiary of
the Company or the Trustee.

      "Parent" means AAC Holding Corp.

      "Participant" means, with respect to the Depositary, Euroclear or
Clearstream, a Person who has an account with the Depositary, Euroclear or
Clearstream, respectively (and, with respect to DTC, shall include Euroclear and
Clearstream).

      "Permitted Business" means any business conducted by the Company and its
Restricted Subsidiaries on the date of this Indenture and any business
reasonably related, ancillary or complimentary to, or reasonable extensions of,
the business of the Company or any of its Restricted Subsidiaries on the date of
this Indenture.

      "Permitted Group" means any group of investors that is deemed to be a
"person" (as that term is used in Section 13(d)(3) of the Exchange Act), by
virtue of the Stockholders Agreement, as the same may be amended, modified or
supplemented from time to time; provided that no single Person (other than the
Principals and their Related Parties) Beneficially Owns (together with its
Affiliates) more of the Voting Stock of the Company that is Beneficially Owned
by such group of investors than is then collectively Beneficially Owned by the
Principals and their Related Parties in the aggregate.

      "Permitted Investments" means:

            (1) any Investment in the Company or in a Restricted Subsidiary of
      the Company;

            (2) any Investment in Cash Equivalents;

            (3) any Investment by the Company or any Restricted Subsidiary of
      the Company in a Person, if as a result of such Investment:

                                       13

<PAGE>

                  (a) such Person becomes a Restricted Subsidiary of the
      Company; or

                  (b) such Person is merged, consolidated or amalgamated with or
      into, or transfers or conveys substantially all of its assets to, or is
      liquidated into, the Company or a Restricted Subsidiary of the Company;

            (4) any Investment made as a result of the receipt of non-cash
      consideration from an Asset Sale that was made pursuant to and in
      compliance with Sections 3.09 and 4.10 hereof;

            (5) any acquisition of assets or Capital Stock solely in exchange
      for the issuance of Equity Interests (other than Disqualified Stock) of
      the Company;

            (6) any Investments received in compromise or resolution of (a)
      obligations of trade creditors or customers that were incurred in the
      ordinary course of business of the Company or any of its Restricted
      Subsidiaries, including pursuant to any plan of reorganization or similar
      arrangement upon the bankruptcy or insolvency of any trade creditor or
      customer; or (b) litigation, arbitration or other disputes with Persons
      who are not Affiliates;

            (7) Investments represented by Hedging Obligations;

            (8) loans or advances to directors, officers and employees of the
      Company and its Restricted Subsidiaries (a) made in the ordinary course of
      business of the Company or any Restricted Subsidiary of the Company in an
      aggregate principal amount not to exceed $500,000 at any one time
      outstanding or (b) to finance the purchase by such person of Capital Stock
      of the Company or any of its Restricted Subsidiaries; provided that the
      aggregate amount of loans or advances made pursuant to clause (b) shall
      not exceed $250,000 in any twelve-month period;

            (9) receivables owing to the Company or any Restricted Subsidiary,
      if created or acquired in the ordinary course of business;

            (10) payroll, travel and similar advances to cover matters that are
      expected at the time of such advances ultimately to be treated as expenses
      for accounting purposes and that are made in the ordinary course of
      business;

            (11) guarantees otherwise permitted by the terms of this Indenture;

            (12) Investments existing on the date of this Indenture;

            (13) repurchases of the Notes; and

            (14) other Investments in any Person other than an Affiliate (other
      than such Persons that are Affiliates of the Company solely by virtue of
      the Company's Investments in such Persons) of the Company having an
      aggregate Fair Market Value (measured on the date each such Investment was
      made and without giving effect to subsequent changes in value), when taken
      together with all other Investments made pursuant to this clause (14) that
      are at the time outstanding not to exceed $10.0 million.

      "Permitted Junior Securities" means:

            (1) Equity Interests in the Company, any Guarantor or any direct or
      indirect parent of the Company; or

                                       14

<PAGE>

            (2) debt securities that are subordinated to all Senior Debt and any
      debt securities issued in exchange for Senior Debt to substantially the
      same extent as, or to a greater extent than, the Notes and the Note
      Guarantees are subordinated to Senior Debt under this Indenture;

provided that the term "Permitted Junior Securities" shall not include any
securities distributed pursuant to a plan of reorganization if the Indebtedness
under the Credit Agreement is treated as part of the same class as the Notes for
purposes of such plan of reorganization.

            "Permitted Liens" means:

            (1) Liens on assets of the Company or any Guarantor securing Senior
      Debt that was permitted by the terms of this Indenture to be incurred;

            (2) Liens in favor of the Company or the Guarantors;

            (3) Liens on property of a Person existing at the time such Person
      is merged with or into or consolidated with the Company or any Subsidiary
      of the Company; provided that such Liens were in existence prior to the
      contemplation of such merger or consolidation and do not extend to any
      assets other than those of the Person merged into or consolidated with the
      Company or the Subsidiary;

            (4) Liens on property (including Capital Stock) existing at the time
      of acquisition of the property by the Company or any Subsidiary of the
      Company; provided that such Liens were in existence prior to, such
      acquisition, and not incurred in contemplation of, such acquisition;

            (5) Liens to secure the performance of statutory obligations, surety
      or appeal bonds, performance bonds or other obligations of a like nature
      incurred in the ordinary course of business;

            (6) Liens to secure Indebtedness (including Capital Lease
      Obligations) permitted by Section 4.09(b)(4) hereof covering only the
      assets acquired with or financed by such Indebtedness;

            (7) Liens existing on the date of this Indenture;

            (8) Liens for taxes, assessments or governmental charges or claims
      that are not yet delinquent or that are being contested in good faith by
      appropriate proceedings promptly instituted and diligently concluded;
      provided that any reserve or other appropriate provision as is required in
      conformity with GAAP has been made therefor;

            (9) Liens imposed by law, such as carriers', warehousemen's,
      landlord's and mechanics' Liens, in each case, incurred in the ordinary
      course of business;

            (10) survey exceptions, easements or reservations of, or rights of
      others for, licenses, rights-of-way, sewers, electric lines, telegraph and
      telephone lines and other similar purposes, or zoning or other
      restrictions as to the use of real property that were not incurred in
      connection with Indebtedness and that do not in the aggregate materially
      adversely affect the value of said properties or materially impair their
      use in the operation of the business of such Person;

            (11) Liens created for the benefit of (or to secure) the Notes or
      the Note Guarantees;

                                       15

<PAGE>

            (12) Liens arising by reward of any judgment, decree or order of any
      court but not giving rise to an Event of Default so long as such Liens are
      adequately bonded and any appropriate legal proceedings which may have
      been duly initiated for the review of such judgment, decree or order shall
      not have been finally terminated or the period within which such
      proceedings may be initiated shall not have expired;

            (13) Liens upon specific items of inventory or other goods and
      proceeds of the Company or any of its Restricted Subsidiaries securing
      such Person's obligations in respect of bankers' acceptances issued or
      created for the account of such Person to facilitate the purchase,
      shipment or storage of such inventory or other goods;

            (14) Liens securing Hedging Obligations incurred pursuant to Section
      4.09(b)(8) hereof;

            (15) Liens on the assets of Foreign Subsidiaries securing
      Indebtedness permitted to be incurred under this Indenture;

            (16) any provision for the retention of title to an asset by the
      vendor or transferor of such asset which asset is acquired by the Company
      or any Restricted Subsidiary of the Company in a transaction entered into
      in the ordinary course of business of the Company or such Restricted
      Subsidiary;

            (17) Liens incurred in the ordinary course of business of the
      Company or any Restricted Subsidiary of the Company securing obligations
      under precious metals consignment agreements;

            (18) any extension, renewal or replacement, in whole or in part, of
      any Lien described in clauses (3), (4), (6) or (7) of this definition;
      provided that any such extension, renewal or replacement is no more
      restrictive in any material respect that the Lien so extended, renewed or
      replaced and does not extend to any additional property or assets;

            (19) Liens to secure any Permitted Refinancing Indebtedness
      permitted to be incurred under this Indenture; provided, however, that:

                  (a) the new Lien shall be limited to all or part of the same
      property and assets that secured or, under the written agreements pursuant
      to which the original Lien arose, could secure the original Lien (plus
      improvements and accessions to, such property or proceeds or distributions
      thereof); and

                  (b) the Indebtedness secured by the new Lien is not increased
      to any amount greater than the sum of (x) the outstanding principal
      amount, or, if greater, committed amount, of the Permitted Refinancing
      Indebtedness and (y) an amount necessary to pay any fees and expenses,
      including premiums, related to such renewal, refunding, refinancing,
      replacement, defeasance or discharge; and

            (20) Liens incurred in the ordinary course of business of the
      Company or any Subsidiary of the Company with respect to obligations that
      do not exceed $5.0 million at any one time outstanding.

      "Permitted Payments to Parent" means, without duplication as to amounts:

                                       16

<PAGE>

            (1) payments to the Parent to permit the Parent to pay reasonable
      accounting, legal and administrative expenses of the Parent when due, in
      an aggregate amount not to exceed $250,000 per annum; and

            (2) for so long as the Company is a member of a group filing a
      consolidated, combined or unitary tax return with the Parent, payments to
      the Parent in respect of an allocable portion of the tax liabilities of
      such group that is attributable to the Company and its Subsidiaries ("Tax
      Payments"). The Tax Payments shall not exceed the lesser of (i) the amount
      of the relevant tax (including any penalties and interest) that the
      Company would owe if the Company were filing a separate tax return (or a
      separate consolidated or combined return with its Subsidiaries that are
      members of the consolidated or combined group), taking into account any
      carryovers and carrybacks of tax attributes (such as net operating losses)
      of the Company and such Subsidiaries from other taxable years and (ii) the
      net amount of the relevant tax that the Parent actually owes to the
      appropriate taxing authority. Any Tax Payments received from the Company
      shall be paid over to the appropriate taxing authority within 60 days of
      the Parent's receipt of such Tax Payments or refunded to the Company.

      "Permitted Refinancing Indebtedness" means any Indebtedness of the Company
or any of its Restricted Subsidiaries issued in exchange for, or the net
proceeds of which are used to renew, refund, refinance, replace, defease or
discharge other Indebtedness of the Company or any of its Restricted
Subsidiaries (other than intercompany Indebtedness); provided that:

            (1) the principal amount (or accreted value, if applicable) of such
      Permitted Refinancing Indebtedness does not exceed the principal amount
      (or accreted value, if applicable) of the Indebtedness renewed, refunded,
      refinanced, replaced, defeased or discharged (plus all accrued interest on
      the Indebtedness and the amount of all fees and expenses, including
      premiums, incurred in connection therewith);

            (2) such Permitted Refinancing Indebtedness has a final maturity
      date later than the final maturity date of, and has a Weighted Average
      Life to Maturity equal to or greater than the Weighted Average Life to
      Maturity of, the Indebtedness being renewed, refunded, refinanced,
      replaced, defeased or discharged;

            (3) if the Indebtedness being renewed, refunded, refinanced,
      replaced, defeased or discharged is subordinated in right of payment to
      the Notes, such Permitted Refinancing Indebtedness is subordinated in
      right of payment to, the Notes on terms at least as favorable to the
      Holders of Notes as those contained in the documentation governing the
      Indebtedness being renewed, refunded, refinanced, replaced, defeased or
      discharged; and

            (4) such Indebtedness is incurred either by the Company or by the
      Restricted Subsidiary who is the obligor on the Indebtedness being
      renewed, refunded, refinanced, replaced, defeased or discharged.

      "Person" means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization, limited
liability company or government or other entity.

      "Principals" means Fenway Partners, Inc.

      "Private Placement Legend" means the legend set forth in Section
2.06(g)(1) hereof to be placed on all Notes issued under this Indenture except
where otherwise permitted by the provisions of this Indenture.

                                       17

<PAGE>

      "QIB" means a "qualified institutional buyer" as defined in Rule 144A.

      "Registration Rights Agreement" means the Registration Rights Agreement,
dated as of March 25, 2004, among the Company, the Guarantors and the other
parties named on the signature pages thereof, as such agreement may be amended,
modified or supplemented from time to time and, with respect to any Additional
Notes, one or more registration rights agreements among the Company, the
Guarantors and the other parties thereto, as such agreement(s) may be amended,
modified or supplemented from time to time, relating to rights given by the
Company to the purchasers of Additional Notes to register such Additional Notes
under the Securities Act.

      "Regulation S" means Regulation S promulgated under the Securities Act.

      "Regulation S Global Note" means a Regulation S Temporary Global Note or
Regulation S Permanent Global Note, as appropriate.

      "Regulation S Permanent Global Note" means a permanent Global Note in the
form of Exhibit A1 hereto bearing the Global Note Legend and the Private
Placement Legend and deposited with or on behalf of and registered in the name
of the Depositary or its nominee, issued in a denomination equal to the
outstanding principal amount of the Regulation S Temporary Global Note upon
expiration of the Restricted Period.

      "Regulation S Temporary Global Note" means a temporary Global Note in the
form of Exhibit A2 hereto deposited with or on behalf of and registered in the
name of the Depositary or its nominee, issued in a denomination equal to the
outstanding principal amount of the Notes initially sold in reliance on Rule 903
of Regulation S.

      "Related Party" means:

            (1) any controlling stockholder, 80% (or more) owned Subsidiary, or
      immediate family member (in the case of an individual) of any Principal;
      or

            (2) any trust, corporation, partnership, limited liability company
      or other entity, the beneficiaries, stockholders, partners, members,
      owners or Persons beneficially holding an 80% or more controlling interest
      of which consist of any one or more Principals and/or such other Persons
      referred to in the immediately preceding clause (1).

      "Representative" means this Indenture trustee or other trustee, agent or
representative for any Senior Debt.

      "Responsible Officer," when used with respect to the Trustee, means any
officer within the Corporate Trust Administration of the Trustee (or any
successor group of the Trustee) including any vice president, assistant vice
president, assistant treasurer or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his knowledge of
and familiarity with the particular subject.

      "Restricted Definitive Note" means a Definitive Note bearing the Private
Placement Legend.

      "Restricted Global Note" means a Global Note bearing the Private Placement
Legend.

      "Restricted Investment" means an Investment other than a Permitted
Investment.

                                       18

<PAGE>

      "Restricted Period" means the 40-day distribution compliance period as
defined in Regulation S.

      "Restricted Subsidiary" of a Person means any Subsidiary of the referent
Person that is not an Unrestricted Subsidiary.

      "Rule 144" means Rule 144 promulgated under the Securities Act.

      "Rule 144A" means Rule 144A promulgated under the Securities Act.

      "Rule 903" means Rule 903 promulgated under the Securities Act.

      "Rule 904" means Rule 904 promulgated under the Securities Act.

      "S&P" means Standard & Poor's Ratings Group.

      "SEC" means the Securities and Exchange Commission.

      "Securities Act" means the Securities Act of 1933, as amended.

      "Senior Debt" means:

            (1) all Indebtedness of the Company or any Guarantor outstanding
      under Credit Facilities (including interest accruing on or after the
      filing of any petition in bankruptcy or for reorganization of the Company
      or any Guarantor, regardless of whether or not a claim for post-filing
      interest is allowed in such proceedings)

            (2) all Hedging Obligations (and guarantees thereof) and all
      obligations under precious metal consignment agreements permitted to be
      incurred under the terms of this Indenture;

            (3) any other Indebtedness of the Company or any Guarantor permitted
      to be incurred under the terms of this Indenture, unless the instrument
      under which such Indebtedness is incurred expressly provides that it is on
      a parity with or subordinated in right of payment to the Notes or any Note
      Guarantee, and

            (4) all Obligations with respect to the items listed in the
      preceding clauses (1), (2) and (3).

      Notwithstanding anything to the contrary in the foregoing, Senior Debt
will not include:

            (1) any liability for federal, state, local or other taxes owed or
      owing by the Company;

            (2) any intercompany Indebtedness of the Company or any of its
      Subsidiaries to the Company or any of its Affiliates;

            (3) any trade payables;

            (4) any management fees or other fees paid or payable to Fenway
      Partners, Inc, or any of its Affiliates;

            (5) the portion of any Indebtedness that is incurred in violation of
      this Indenture; or

                                       19

<PAGE>

            (6) Indebtedness which is classified as non-recourse in accordance
      with GAAP or any unsecured claim arising in respect thereof by reason of
      the application of Section 1111(b)(1) of the Bankruptcy Code.

      "Shelf Registration Statement" means the Shelf Registration Statement as
defined in the Registration Rights Agreement.

      "Significant Subsidiary" means any Subsidiary that would be a "significant
subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated
pursuant to the Securities Act, as such Regulation is in effect on the date of
this Indenture.

      "Special Interest" means all special interest then owing pursuant to the
Registration Rights Agreement.

      "Stated Maturity" means, with respect to any installment of interest or
principal on any series of Indebtedness, the date on which the payment of
interest or principal was scheduled to be paid in the documentation governing
such Indebtedness as of the date of this Indenture, and will not include any
contingent obligations to repay, redeem or repurchase any such interest or
principal prior to the date originally scheduled for the payment thereof.

      "Stockholders Agreement" means that certain stockholders agreement, to be
entered into after the date of this Indenture, by and among Parent and certain
of Parent's stockholders, as the same may be amended, modified or supplemented
from time to time.

      "Subsidiary" means, with respect to any specified Person:

            (1) any corporation, association or other business entity of which
      more than 50% of the total voting power of shares of Capital Stock
      entitled (without regard to the occurrence of any contingency and after
      giving effect to any voting agreement or stockholders' agreement that
      effectively transfers voting power) to vote in the election of directors,
      managers or trustees of the corporation, association or other business
      entity is at the time owned or controlled, directly or indirectly, by that
      Person or one or more of the other Subsidiaries of that Person (or a
      combination thereof); and

            (2) any partnership (a) the sole general partner or the managing
      general partner of which is such Person or a Subsidiary of such Person or
      (b) the only general partners of which are that Person or one or more
      Subsidiaries of that Person (or any combination thereof).

      "TIA" means the Trust Indenture Act of 1939, as amended (15 U.S.C.
Sections 77aaa-77bbbb).

      "Trustee" means the party named as such in the preamble to this Indenture
until a successor replaces it in accordance with the applicable provisions of
this Indenture and thereafter means the successor serving hereunder.

      "Unrestricted Definitive Note" means a Definitive Note that does not bear
and is not required to bear the Private Placement Legend.

      "Unrestricted Global Note" means a Global Note that does not bear and is
not required to bear the Private Placement Legend.

                                       20

<PAGE>

      "Unrestricted Subsidiary" means any Subsidiary of the Company that is
designated by the Board of Directors of the Company as an Unrestricted
Subsidiary pursuant to a resolution of the Board of Directors, but only to the
extent that such Subsidiary:

            (1) has no Indebtedness other than Non-Recourse Debt;

            (2) except as permitted by Section 4.11 hereof, is not party to any
      agreement, contract, arrangement or understanding with the Company or any
      Restricted Subsidiary of the Company unless the terms of any such
      agreement, contract, arrangement or understanding are no less favorable to
      the Company or such Restricted Subsidiary than those that might be
      obtained at the time from Persons who are not Affiliates of the Company;

            (3) is a Person with respect to which neither the Company nor any of
      its Restricted Subsidiaries has any direct or indirect obligation (a) to
      subscribe for additional Equity Interests or (b) to maintain or preserve
      such Person's financial condition or to cause such Person to achieve any
      specified levels of operating results; and

            (4) has not guaranteed or otherwise directly or indirectly provided
      credit support for any Indebtedness of the Company or any of its
      Restricted Subsidiaries.

      "U.S. Person" means a U.S. Person as defined in Rule 902(k) promulgated
under the Securities Act.

      "Voting Stock" of any specified Person as of any date means the Capital
Stock of such Person that is at the time entitled to vote in the election of the
Board of Directors of such Person.

      "Weighted Average Life to Maturity" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing:

            (1) the sum of the products obtained by multiplying (a) the amount
      of each then remaining installment, sinking fund, serial maturity or other
      required payments of principal, including payment at final maturity, in
      respect of the Indebtedness, by (b) the number of years (calculated to the
      nearest one-twelfth) that will elapse between such date and the making of
      such payment; by

            (2) the then outstanding principal amount of such Indebtedness.

Section 1.02 Other Definitions.

<TABLE>
<CAPTION>
                                                                                        Defined in
Term                                                                                      Section
----                                                                                    ----------
<S>                                                                                     <C>
"Affiliate Transaction".............................................................       4.11
"Asset Sale Offer"..................................................................       3.09
"Authentication Order"..............................................................       2.02
"Change of Control Offer"...........................................................       4.15
"Change of Control Payment".........................................................       4.15
"Change of Control Payment Date"....................................................       4.15
"Covenant Defeasance"...............................................................       8.03
"DTC"...............................................................................       2.03
"Event of Default"..................................................................       6.01
"Excess Proceeds"...................................................................       4.10
</TABLE>

                                       21
<PAGE>

<TABLE>
<CAPTION>
                                                                                        Defined in
Term                                                                                      Section
----                                                                                    ----------
<S>                                                                                     <C>
"incur".............................................................................       4.09
"Legal Defeasance"..................................................................       8.02
"Offer Amount"......................................................................       3.09
"Offer Period"......................................................................       3.09
"Paying Agent"......................................................................       2.03
"Permitted Debt"....................................................................       4.09
"Payment Default" ..................................................................       6.01
"Purchase Date".....................................................................       3.09
"Registrar".........................................................................       2.03
"Restricted Payments"...............................................................       4.07
</TABLE>

Section 1.03 Incorporation by Reference of TIA.

      Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture.

      The following TIA terms used in this Indenture have the following
meanings:

      "indenture securities" means the Notes;

      "indenture security Holder" means a Holder of a Note;

      "indenture to be qualified" means this Indenture;

      "indenture trustee" or "institutional trustee" means the Trustee; and

      "obligor" on the Notes and the Note Guarantees means the Company and the
Guarantors, respectively, and any successor obligor upon the Notes and the Note
Guarantees, respectively.

      All other terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by SEC rule under the TIA
have the meanings so assigned to them.

Section 1.04 Rules of Construction.

      Unless the context otherwise requires:

            (1) a term has the meaning assigned to it;

            (2) an accounting term not otherwise defined has the meaning
      assigned to it in accordance with GAAP;

            (3) "or" is not exclusive;

            (4) words in the singular include the plural, and in the plural
      include the singular;

            (5) "will" shall be interpreted to express a command;

            (6) provisions apply to successive events and transactions; and

                                       22

<PAGE>

            (7) references to sections of or rules under the Securities Act will
      be deemed to include substitute, replacement of successor sections or
      rules adopted by the SEC from time to time.

                                    ARTICLE 2
                                    THE NOTES

Section 2.01 Form and Dating.

      (a) General. The Notes and the Trustee's certificate of authentication
will be substantially in the form of Exhibits A1 and A2 hereto. The Notes may
have notations, legends or endorsements required by law, stock exchange rule,
agreements to which the Company is subject, if any, or usage provided that any
such notation, legend or endorsement is in a form acceptable to the Company or
as provided herein. Each Note will be dated the date of its authentication. The
Notes shall be in denominations of $1,000 and integral multiples thereof.

      The terms and provisions contained in the Notes will constitute, and are
hereby expressly made, a part of this Indenture and the Company, the Guarantors
and the Trustee, by their execution and delivery of this Indenture, expressly
agree to such terms and provisions and to be bound thereby. However, to the
extent any provision of any Note conflicts with the express provisions of this
Indenture, the provisions of this Indenture shall govern and be controlling.

      (b) Global Notes. Notes issued in global form will be substantially in the
form of Exhibits A1 or A2 hereto (including the Global Note Legend thereon and
the "Schedule of Exchanges of Interests in the Global Note" attached thereto).
Notes issued in definitive form will be substantially in the form of Exhibit A1
hereto (but without the Global Note Legend thereon and without the "Schedule of
Exchanges of Interests in the Global Note" attached thereto). Each Global Note
will represent such of the outstanding Notes as will be specified therein and
each shall provide that it represents the aggregate principal amount of
outstanding Notes from time to time endorsed thereon and that the aggregate
principal amount of outstanding Notes represented thereby may from time to time
be reduced or increased, as appropriate, to reflect exchanges and redemptions.
Any endorsement of a Global Note to reflect the amount of any increase or
decrease in the aggregate principal amount of outstanding Notes represented
thereby will be made by the Trustee or the Custodian, at the direction of the
Trustee, in accordance with instructions given by the Holder thereof as required
by Section 2.06 hereof.

      (c) Temporary Global Notes. Notes offered and sold in reliance on
Regulation S will be issued initially in the form of the Regulation S Temporary
Global Note, which will be deposited on behalf of the purchasers of the Notes
represented thereby with the Trustee, at its New York office, as custodian for
the Depositary, and registered in the name of the Depositary or the nominee of
the Depositary for the accounts of designated agents holding on behalf of
Euroclear or Clearstream, duly executed by the Company and authenticated by the
Trustee as hereinafter provided. The Restricted Period will be terminated upon
the receipt by the Trustee of:

            (1) a written certificate from the Depositary, together with copies
      of certificates from Euroclear and Clearstream certifying that they have
      received certification of non-United States beneficial ownership of 100%
      of the aggregate principal amount of the Regulation S Temporary Global
      Note (except to the extent of any beneficial owners thereof who acquired
      an interest therein during the Restricted Period pursuant to another
      exemption from registration under the Securities Act and who will take
      delivery of a beneficial ownership interest in a 144A Global Note or an
      IAI Global Note bearing a Private Placement Legend, all as contemplated by
      Section 2.06(b) hereof); and

                                       23

<PAGE>

            (2) an Officers' Certificate from the Company.

      Following the termination of the Restricted Period, beneficial interests
in the Regulation S Temporary Global Note will be exchanged for beneficial
interests in the Regulation S Permanent Global Note pursuant to the Applicable
Procedures. Simultaneously with the authentication of the Regulation S Permanent
Global Note, the Trustee will cancel the Regulation S Temporary Global Note. The
aggregate principal amount of the Regulation S Temporary Global Note and the
Regulation S Permanent Global Note may from time to time be increased or
decreased by adjustments made on the records of the Trustee and the Depositary
or its nominee, as the case may be, in connection with transfers of interest as
hereinafter provided.

            (3) Euroclear and Clearstream Procedures Applicable. The provisions
      of the "Operating Procedures of the Euroclear System" and "Terms and
      Conditions Governing Use of Euroclear" and the "General Terms and
      Conditions of Clearstream Banking" and "Customer Handbook" of Clearstream
      will be applicable to transfers of beneficial interests in the Regulation
      S Temporary Global Note and the Regulation S Permanent Global Note that
      are held by Participants through Euroclear or Clearstream.

Section 2.02 Execution and Authentication.

      At least one Officer must sign the Notes for the Company by manual or
facsimile signature.

      If an Officer whose signature is on a Note no longer holds that office at
the time a Note is authenticated, the Note will nevertheless be valid.

      A Note will not be valid until authenticated by the manual signature of
the Trustee. The signature will be conclusive evidence that the Note has been
authenticated under this Indenture.

      The Trustee will, upon receipt of a written order of the Company signed by
two Officers (an "Authentication Order"), authenticate Notes for original issue
that may be validly issued under this Indenture, including any Additional Notes
and Exchange Notes. The aggregate principal amount of Notes outstanding at any
time may not exceed the aggregate principal amount of Notes authorized for
issuance by the Company pursuant to one or more Authentication Orders, except as
provided in Section 2.07 hereof.

      The Trustee may appoint an authenticating agent acceptable to the Company
to authenticate Notes. An authenticating agent may authenticate Notes whenever
the Trustee may do so. Each reference in this Indenture to authentication by the
Trustee includes authentication by such agent. An authenticating agent has the
same rights as an Agent to deal with Holders or an Affiliate of the Company.

Section 2.03 Registrar and Paying Agent.

      The Company will maintain an office or agency where Notes may be presented
for registration of transfer or for exchange ("Registrar") and an office or
agency where Notes may be presented for payment ("Paying Agent"). The Registrar
will keep a register of the Notes and of their transfer and exchange. The
Company may appoint one or more co-registrars and one or more additional paying
agents. The term "Registrar" includes any co-registrar and the term "Paying
Agent" includes any additional paying agent. The Company may change any Paying
Agent or Registrar without notice to any Holder. The Company will notify the
Trustee in writing of the name and address of any Agent not a party to this
Indenture. If the Company fails to appoint or maintain another entity as
Registrar or Paying Agent, the Trustee shall act as such. The Company or any of
its Subsidiaries may act as Paying Agent or Registrar.

                                       24

<PAGE>

      The Company initially appoints The Depository Trust Company ("DTC") to act
as Depositary with respect to the Global Notes.

      The Company initially appoints the Trustee to act as the Registrar and
Paying Agent and to act as Custodian with respect to the Global Notes.

Section 2.04 Paying Agent to Hold Money in Trust.

      The Company will require each Paying Agent other than the Trustee to agree
in writing that the Paying Agent will hold in trust for the benefit of Holders
or the Trustee all money held by the Paying Agent for the payment of principal,
premium or Special Interest, if any, or interest on the Notes, and will notify
the Trustee of any default by the Company in making any such payment. While any
such default continues, the Trustee may require a Paying Agent to pay all money
held by it to the Trustee. The Company at any time may require a Paying Agent to
pay all money held by it to the Trustee. Upon payment over to the Trustee, the
Paying Agent (if other than the Company or a Subsidiary) will have no further
liability for the money. If the Company or a Subsidiary acts as Paying Agent, it
will segregate and hold in a separate trust fund for the benefit of the Holders
all money held by it as Paying Agent. Upon any bankruptcy or reorganization
proceedings relating to the Company, the Trustee will serve as Paying Agent for
the Notes.

Section 2.05 Holder Lists.

      The Trustee will preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
all Holders and shall otherwise comply with TIA Section 312(a). If the Trustee
is not the Registrar, the Company will furnish to the Trustee at least five
Business Days before each interest payment date and at such other times as the
Trustee may request in writing, a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of the Holders of
Notes and the Company shall otherwise comply with TIA Section 312(a).

Section 2.06 Transfer and Exchange.

      (a) Transfer and Exchange of Global Notes. A Global Note may not be
transferred except as a whole by the Depositary to a nominee of the Depositary,
by a nominee of the Depositary to the Depositary or to another nominee of the
Depositary, or by the Depositary or any such nominee to a successor Depositary
or a nominee of such successor Depositary. All Global Notes will be exchanged by
the Company for Definitive Notes if:

            (1) the Company delivers to the Trustee notice from the Depositary
      that it is unwilling or unable to continue to act as Depositary or that it
      is no longer a clearing agency registered under the Exchange Act and, in
      either case, a successor Depositary is not appointed by the Company within
      120 days after the date of such notice from the Depositary;

            (2) the Company in its sole discretion determines that the Global
      Notes (in whole but not in part) should be exchanged for Definitive Notes
      and delivers a written notice to such effect to the Trustee; provided that
      in no event shall the Regulation S Temporary Global Note be exchanged by
      the Company for Definitive Notes prior to (A) the expiration of the
      Restricted Period and (B) the receipt by the Registrar of any certificates
      required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act; or

            (3) there has occurred and is continuing a Default or Event of
      Default with respect to the Notes.

                                       25

<PAGE>

      Upon the occurrence of any of the preceding events in (1), (2) or (3)
above, Definitive Notes shall be issued in such names as the Depositary shall
instruct the Trustee. Global Notes also may be exchanged or replaced, in whole
or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note
authenticated and delivered in exchange for, or in lieu of, a Global Note or any
portion thereof, pursuant to this Section 2.06 or Sections 2.07 or 2.10 hereof,
shall be authenticated and delivered in the form of, and shall be, a Global
Note. A Global Note may not be exchanged for another Note other than as provided
in this Section 2.06(a), however, beneficial interests in a Global Note may be
transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

      (b) Transfer and Exchange of Beneficial Interests in the Global Notes. The
transfer and exchange of beneficial interests in the Global Notes will be
effected through the Depositary, in accordance with the provisions of this
Indenture and the Applicable Procedures. Beneficial interests in the Restricted
Global Notes will be subject to restrictions on transfer comparable to those set
forth herein to the extent required by the Securities Act. Transfers of
beneficial interests in the Global Notes also will require compliance with
either subparagraph (1) or (2) below, as applicable, as well as one or more of
the other following subparagraphs, as applicable:

            (1) Transfer of Beneficial Interests in the Same Global Note.
      Beneficial interests in any Restricted Global Note may be transferred to
      Persons who take delivery thereof in the form of a beneficial interest in
      the same Restricted Global Note in accordance with the transfer
      restrictions set forth in the Private Placement Legend; provided, however,
      that prior to the expiration of the Restricted Period, transfers of
      beneficial interests in the Regulation S Temporary Global Note may not be
      made to a U.S. Person or for the account or benefit of a U.S. Person
      (other than an Initial Purchaser). Beneficial interests in any
      Unrestricted Global Note may be transferred to Persons who take delivery
      thereof in the form of a beneficial interest in an Unrestricted Global
      Note. No written orders or instructions shall be required to be delivered
      to the Registrar to effect the transfers described in this Section
      2.06(b)(1).

            (2) All Other Transfers and Exchanges of Beneficial Interests in
      Global Notes. In connection with all transfers and exchanges of beneficial
      interests that are not subject to Section 2.06(b)(1) above, the transferor
      of such beneficial interest must deliver to the Registrar either:

                  (A) both:

                        (i) a written order from a Participant or an Indirect
                  Participant given to the Depositary in accordance with the
                  Applicable Procedures directing the Depositary to credit or
                  cause to be credited a beneficial interest in another Global
                  Note in an amount equal to the beneficial interest to be
                  transferred or exchanged; and

                        (ii) instructions given in accordance with the
                  Applicable Procedures containing information regarding the
                  Participant account to be credited with such increase; or

                  (B) both:

                        (i) a written order from a Participant or an Indirect
                  Participant given to the Depositary in accordance with the
                  Applicable Procedures directing the Depositary to cause to be
                  issued a Definitive Note in an amount equal to the beneficial
                  interest to be transferred or exchanged; and

                                       26

<PAGE>

                        (ii) instructions given by the Depositary to the
                  Registrar containing information regarding the Person in whose
                  name such Definitive Note shall be registered to effect the
                  transfer or exchange referred to in (1) above;

                  provided that in no event shall Definitive Notes be issued
                  upon the transfer or exchange of beneficial interests in the
                  Regulation S Temporary Global Note prior to (A) the expiration
                  of the Restricted Period and (B) the receipt by the Registrar
                  of any certificates required pursuant to Rule 903 under the
                  Securities Act.

      Upon consummation of an Exchange Offer by the Company in accordance with
Section 2.06(f) hereof, the requirements of this Section 2.06(b)(2) shall be
deemed to have been satisfied upon receipt by the Registrar of the instructions
contained in the Letter of Transmittal delivered by the Holder of such
beneficial interests in the Restricted Global Notes. Upon satisfaction of all of
the requirements for transfer or exchange of beneficial interests in Global
Notes contained in this Indenture and the Notes or otherwise applicable under
the Securities Act, the Trustee shall adjust the principal amount of the
relevant Global Note(s) pursuant to Section 2.06(h) hereof.

            (3) Transfer of Beneficial Interests to Another Restricted Global
      Note. A beneficial interest in any Restricted Global Note may be
      transferred to a Person who takes delivery thereof in the form of a
      beneficial interest in another Restricted Global Note if the transfer
      complies with the requirements of Section 2.06(b)(2) above and the
      Registrar receives the following:

                  (A) if the transferee will take delivery in the form of a
            beneficial interest in the 144A Global Note, then the transferor
            must deliver a certificate in the form of Exhibit B hereto,
            including the certifications in item (1) thereof;

                  (B) if the transferee will take delivery in the form of a
            beneficial interest in the Regulation S Temporary Global Note or the
            Regulation S Permanent Global Note, then the transferor must deliver
            a certificate in the form of Exhibit B hereto, including the
            certifications in item (2) thereof; and

                  (C) if the transferee will take delivery in the form of a
            beneficial interest in the IAI Global Note, then the transferor must
            deliver a certificate in the form of Exhibit B hereto, including the
            certifications, certificates and Opinion of Counsel required by item
            (3) thereof, if applicable.

            (4) Transfer and Exchange of Beneficial Interests in a Restricted
      Global Note for Beneficial Interests in an Unrestricted Global Note. A
      beneficial interest in any Restricted Global Note may be exchanged by any
      holder thereof for a beneficial interest in an Unrestricted Global Note or
      transferred to a Person who takes delivery thereof in the form of a
      beneficial interest in an Unrestricted Global Note if the exchange or
      transfer complies with the requirements of Section 2.06(b)(2) above and:

                  (A) such exchange or transfer is effected pursuant to the
            Exchange Offer in accordance with the Registration Rights Agreement
            and the holder of the beneficial interest to be transferred, in the
            case of an exchange, or the transferee, in the case of a transfer,
            certifies in the applicable Letter of Transmittal that it is not (i)
            a Broker-Dealer, (ii) a Person participating in the distribution of
            the Exchange Notes or (iii) a Person who is an affiliate (as defined
            in Rule 144) of the Company;

                                       27

<PAGE>

                  (B) such transfer is effected pursuant to the Shelf
            Registration Statement in accordance with the Registration Rights
            Agreement;

                  (C) such transfer is effected by a Broker-Dealer pursuant to
            the Exchange Offer Registration Statement in accordance with the
            Registration Rights Agreement; or

                  (D) the Registrar receives the following:

                        (i) if the holder of such beneficial interest in a
                  Restricted Global Note proposes to exchange such beneficial
                  interest for a beneficial interest in an Unrestricted Global
                  Note, a certificate from such holder in the form of Exhibit C
                  hereto, including the certifications in item (1)(a) thereof;
                  or

                        (ii) if the holder of such beneficial interest in a
                  Restricted Global Note proposes to transfer such beneficial
                  interest to a Person who shall take delivery thereof in the
                  form of a beneficial interest in an Unrestricted Global Note,
                  a certificate from such holder in the form of Exhibit B
                  hereto, including the certifications in item (4) thereof;

            and, in each such case set forth in this subparagraph (D), if the
            Registrar so requests or if the Applicable Procedures so require, an
            Opinion of Counsel in form reasonably acceptable to the Registrar to
            the effect that such exchange or transfer is in compliance with the
            Securities Act and that the restrictions on transfer contained
            herein and in the Private Placement Legend are no longer required in
            order to maintain compliance with the Securities Act.

      If any such transfer is effected pursuant to subparagraph (B) or (D) above
at a time when an Unrestricted Global Note has not yet been issued, the Company
shall issue and, upon receipt of an Authentication Order in accordance with
Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted
Global Notes in an aggregate principal amount equal to the aggregate principal
amount of beneficial interests transferred pursuant to subparagraph (B) or (D)
above.

      Beneficial interests in an Unrestricted Global Note cannot be exchanged
for, or transferred to Persons who take delivery thereof in the form of, a
beneficial interest in a Restricted Global Note.

      (c) Transfer or Exchange of Beneficial Interests for Definitive Notes.

            (1) Beneficial Interests in Restricted Global Notes to Restricted
      Definitive Notes. If any holder of a beneficial interest in a Restricted
      Global Note proposes to exchange such beneficial interest for a Restricted
      Definitive Note or to transfer such beneficial interest to a Person who
      takes delivery thereof in the form of a Restricted Definitive Note, then,
      upon receipt by the Registrar of the following documentation:

                  (A) if the holder of such beneficial interest in a Restricted
            Global Note proposes to exchange such beneficial interest for a
            Restricted Definitive Note, a certificate from such holder in the
            form of Exhibit C hereto, including the certifications in item
            (2)(a) thereof;

                  (B) if such beneficial interest is being transferred to a QIB
            in accordance with Rule 144A, a certificate to the effect set forth
            in Exhibit B hereto, including the certifications in item (1)
            thereof;

                                       28

<PAGE>

                  (C) if such beneficial interest is being transferred to a
            Non-U.S. Person in an offshore transaction in accordance with Rule
            903 or Rule 904, a certificate to the effect set forth in Exhibit B
            hereto, including the certifications in item (2) thereof;

                  (D) if such beneficial interest is being transferred pursuant
            to an exemption from the registration requirements of the Securities
            Act in accordance with Rule 144, a certificate to the effect set
            forth in Exhibit B hereto, including the certifications in item
            (3)(a) thereof;

                  (E) if such beneficial interest is being transferred to an
            Institutional Accredited Investor in reliance on an exemption from
            the registration requirements of the Securities Act other than those
            listed in subparagraphs (B) through (D) above, a certificate to the
            effect set forth in Exhibit B hereto, including the certifications,
            certificates and Opinion of Counsel required by item (3) thereof, if
            applicable;

                  (F) if such beneficial interest is being transferred to the
            Company or any of its Subsidiaries, a certificate to the effect set
            forth in Exhibit B hereto, including the certifications in item
            (3)(b) thereof; or

                  (G) if such beneficial interest is being transferred pursuant
            to an effective registration statement under the Securities Act, a
            certificate to the effect set forth in Exhibit B hereto, including
            the certifications in item (3)(c) thereof,

the Trustee shall cause the aggregate principal amount of the applicable Global
Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the
Company shall execute and the Trustee shall authenticate and deliver to the
Person designated in the instructions a Definitive Note in the appropriate
principal amount. Any Definitive Note issued in exchange for a beneficial
interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be
registered in such name or names and in such authorized denomination or
denominations as the holder of such beneficial interest shall instruct the
Registrar through instructions from the Depositary and the Participant or
Indirect Participant. The Trustee shall deliver such Definitive Notes to the
Persons in whose names such Notes are so registered. Any Definitive Note issued
in exchange for a beneficial interest in a Restricted Global Note pursuant to
this Section 2.06(c)(1) shall bear the Private Placement Legend and shall be
subject to all restrictions on transfer contained therein.

            (2) Beneficial Interests in Regulation S Temporary Global Note to
      Definitive Notes. Notwithstanding Sections 2.06(c)(1)(A) and (C) hereof, a
      beneficial interest in the Regulation S Temporary Global Note may not be
      exchanged for a Definitive Note or transferred to a Person who takes
      delivery thereof in the form of a Definitive Note prior to (A) the
      expiration of the Restricted Period and (B) the receipt by the Registrar
      of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the
      Securities Act, except in the case of a transfer pursuant to an exemption
      from the registration requirements of the Securities Act other than Rule
      903 or Rule 904.

            (3) Beneficial Interests in Restricted Global Notes to Unrestricted
      Definitive Notes. A holder of a beneficial interest in a Restricted Global
      Note may exchange such beneficial interest for an Unrestricted Definitive
      Note or may transfer such beneficial interest to a Person who takes
      delivery thereof in the form of an Unrestricted Definitive Note only if:

                  (A) such exchange or transfer is effected pursuant to the
            Exchange Offer in accordance with the Registration Rights Agreement
            and the holder of such beneficial

                                       29

<PAGE>

            interest, in the case of an exchange, or the transferee, in the case
            of a transfer, certifies in the applicable Letter of Transmittal
            that it is not (i) a Broker-Dealer, (ii) a Person participating in
            the distribution of the Exchange Notes or (iii) a Person who is an
            affiliate (as defined in Rule 144) of the Company;

                  (B) such transfer is effected pursuant to the Shelf
            Registration Statement in accordance with the Registration Rights
            Agreement;

                  (C) such transfer is effected by a Broker-Dealer pursuant to
            the Exchange Offer Registration Statement in accordance with the
            Registration Rights Agreement; or

                  (D) the Registrar receives the following:

                        (i) if the holder of such beneficial interest in a
                  Restricted Global Note proposes to exchange such beneficial
                  interest for an Unrestricted Definitive Note, a certificate
                  from such holder in the form of Exhibit C hereto, including
                  the certifications in item (1)(b) thereof; or

                        (ii) if the holder of such beneficial interest in a
                  Restricted Global Note proposes to transfer such beneficial
                  interest to a Person who shall take delivery thereof in the
                  form of an Unrestricted Definitive Note, a certificate from
                  such holder in the form of Exhibit B hereto, including the
                  certifications in item (4) thereof;

            and, in each such case set forth in this subparagraph (D), if the
            Registrar so requests or if the Applicable Procedures so require, an
            Opinion of Counsel in form reasonably acceptable to the Registrar to
            the effect that such exchange or transfer is in compliance with the
            Securities Act and that the restrictions on transfer contained
            herein and in the Private Placement Legend are no longer required in
            order to maintain compliance with the Securities Act.

            (4) Beneficial Interests in Unrestricted Global Notes to
      Unrestricted Definitive Notes. If any holder of a beneficial interest in
      an Unrestricted Global Note proposes to exchange such beneficial interest
      for a Definitive Note or to transfer such beneficial interest to a Person
      who takes delivery thereof in the form of a Definitive Note, then, upon
      satisfaction of the conditions set forth in Section 2.06(b)(2) hereof, the
      Trustee will cause the aggregate principal amount of the applicable Global
      Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the
      Company will execute and the Trustee will authenticate and deliver to the
      Person designated in the instructions a Definitive Note in the appropriate
      principal amount. Any Definitive Note issued in exchange for a beneficial
      interest pursuant to this Section 2.06(c)(4) will be registered in such
      name or names and in such authorized denomination or denominations as the
      holder of such beneficial interest requests through instructions to the
      Registrar from or through the Depositary and the Participant or Indirect
      Participant. The Trustee will deliver such Definitive Notes to the Persons
      in whose names such Notes are so registered. Any Definitive Note issued in
      exchange for a beneficial interest pursuant to this Section 2.06(c)(4)
      will not bear the Private Placement Legend.

      (d) Transfer and Exchange of Definitive Notes for Beneficial Interests.

            (1) Restricted Definitive Notes to Beneficial Interests in
      Restricted Global Notes. If any Holder of a Restricted Definitive Note
      proposes to exchange such Note for a beneficial interest in

                                       30

<PAGE>

      a Restricted Global Note or to transfer such Restricted Definitive Notes
      to a Person who takes delivery thereof in the form of a beneficial
      interest in a Restricted Global Note, then, upon receipt by the Registrar
      of the following documentation:

                  (A) if the Holder of such Restricted Definitive Note proposes
            to exchange such Note for a beneficial interest in a Restricted
            Global Note, a certificate from such Holder in the form of Exhibit C
            hereto, including the certifications in item (2)(b) thereof;

                  (B) if such Restricted Definitive Note is being transferred to
            a QIB in accordance with Rule 144A, a certificate to the effect set
            forth in Exhibit B hereto, including the certifications in item (1)
            thereof;

                  (C) if such Restricted Definitive Note is being transferred to
            a Non-U.S. Person in an offshore transaction in accordance with Rule
            903 or Rule 904, a certificate to the effect set forth in Exhibit B
            hereto, including the certifications in item (2) thereof;

                  (D) if such Restricted Definitive Note is being transferred
            pursuant to an exemption from the registration requirements of the
            Securities Act in accordance with Rule 144, a certificate to the
            effect set forth in Exhibit B hereto, including the certifications
            in item (3)(a) thereof;

                  (E) if such Restricted Definitive Note is being transferred to
            an Institutional Accredited Investor in reliance on an exemption
            from the registration requirements of the Securities Act other than
            those listed in subparagraphs (B) through (D) above, a certificate
            to the effect set forth in Exhibit B hereto, including the
            certifications, certificates and Opinion of Counsel required by item
            (3) thereof, if applicable;

                  (F) if such Restricted Definitive Note is being transferred to
            the Company or any of its Subsidiaries, a certificate to the effect
            set forth in Exhibit B hereto, including the certifications in item
            (3)(b) thereof; or

                  (G) if such Restricted Definitive Note is being transferred
            pursuant to an effective registration statement under the Securities
            Act, a certificate to the effect set forth in Exhibit B hereto,
            including the certifications in item (3)(c) thereof,

            the Trustee will cancel the Restricted Definitive Note, increase or
            cause to be increased the aggregate principal amount of, in the case
            of clause (A) above, the appropriate Restricted Global Note, in the
            case of clause (B) above, the 144A Global Note, in the case of
            clause (C) above, the Regulation S Global Note, and in all other
            cases, the IAI Global Note.

            (2) Restricted Definitive Notes to Beneficial Interests in
      Unrestricted Global Notes. A Holder of a Restricted Definitive Note may
      exchange such Note for a beneficial interest in an Unrestricted Global
      Note or transfer such Restricted Definitive Note to a Person who takes
      delivery thereof in the form of a beneficial interest in an Unrestricted
      Global Note only if:

                  (A) such exchange or transfer is effected pursuant to the
            Exchange Offer in accordance with the Registration Rights Agreement
            and the Holder, in the case of an exchange, or the transferee, in
            the case of a transfer, certifies in the applicable Letter of
            Transmittal that it is not (i) a Broker-Dealer, (ii) a Person
            participating in the distribution

                                       31

<PAGE>

            of the Exchange Notes or (iii) a Person who is an affiliate (as
            defined in Rule 144) of the Company;

                  (B) such transfer is effected pursuant to the Shelf
            Registration Statement in accordance with the Registration Rights
            Agreement;

                  (C) such transfer is effected by a Broker-Dealer pursuant to
            the Exchange Offer Registration Statement in accordance with the
            Registration Rights Agreement; or

                  (D) the Registrar receives the following:

                        (i) if the Holder of such Definitive Notes proposes to
                  exchange such Notes for a beneficial interest in the
                  Unrestricted Global Note, a certificate from such Holder in
                  the form of Exhibit C hereto, including the certifications in
                  item (1)(c) thereof; or

                        (ii) if the Holder of such Definitive Notes proposes to
                  transfer such Notes to a Person who shall take delivery
                  thereof in the form of a beneficial interest in the
                  Unrestricted Global Note, a certificate from such Holder in
                  the form of Exhibit B hereto, including the certifications in
                  item (4) thereof;

            and, in each such case set forth in this subparagraph (D), if the
            Registrar so requests or if the Applicable Procedures so require, an
            Opinion of Counsel in form reasonably acceptable to the Registrar to
            the effect that such exchange or transfer is in compliance with the
            Securities Act and that the restrictions on transfer contained
            herein and in the Private Placement Legend are no longer required in
            order to maintain compliance with the Securities Act.

            Upon satisfaction of the conditions of any of the subparagraphs in
      this Section 2.06(d)(2), the Trustee will cancel the Definitive Notes and
      increase or cause to be increased the aggregate principal amount of the
      Unrestricted Global Note.

            (3) Unrestricted Definitive Notes to Beneficial Interests in
      Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may
      exchange such Note for a beneficial interest in an Unrestricted Global
      Note or transfer such Definitive Notes to a Person who takes delivery
      thereof in the form of a beneficial interest in an Unrestricted Global
      Note at any time. Upon receipt of a request for such an exchange or
      transfer, the Trustee will cancel the applicable Unrestricted Definitive
      Note and increase or cause to be increased the aggregate principal amount
      of one of the Unrestricted Global Notes.

            If any such exchange or transfer from a Definitive Note to a
      beneficial interest is effected pursuant to subparagraphs (2)(B), (2)(D)
      or (3) above at a time when an Unrestricted Global Note has not yet been
      issued, the Company will issue and, upon receipt of an Authentication
      Order in accordance with Section 2.02 hereof, the Trustee will
      authenticate one or more Unrestricted Global Notes in an aggregate
      principal amount equal to the principal amount of Definitive Notes so
      transferred.

      (e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon
request by a Holder of Definitive Notes and such Holder's compliance with the
provisions of this Section 2.06(e), the Registrar will register the transfer or
exchange of Definitive Notes. Prior to such registration of transfer or
exchange, the requesting Holder must present or surrender to the Registrar the
Definitive Notes duly

                                       32

<PAGE>

endorsed or accompanied by a written instruction of transfer in form
satisfactory to the Registrar duly executed by such Holder or by its attorney,
duly authorized in writing. In addition, the requesting Holder must provide any
additional certifications, documents and information, as applicable, required
pursuant to the following provisions of this Section 2.06(e).

            (1) Restricted Definitive Notes to Restricted Definitive Notes. Any
      Restricted Definitive Note may be transferred to and registered in the
      name of Persons who take delivery thereof in the form of a Restricted
      Definitive Note if the Registrar receives the following:

                  (A) if the transfer will be made pursuant to Rule 144A, then
            the transferor must deliver a certificate in the form of Exhibit B
            hereto, including the certifications in item (1) thereof;

                  (B) if the transfer will be made pursuant to Rule 903 or Rule
            904, then the transferor must deliver a certificate in the form of
            Exhibit B hereto, including the certifications in item (2) thereof;
            and

                  (C) if the transfer will be made pursuant to any other
            exemption from the registration requirements of the Securities Act,
            then the transferor must deliver a certificate in the form of
            Exhibit B hereto, including the certifications, certificates and
            Opinion of Counsel required by item (3) thereof, if applicable.

            (2) Restricted Definitive Notes to Unrestricted Definitive Notes.
      Any Restricted Definitive Note may be exchanged by the Holder thereof for
      an Unrestricted Definitive Note or transferred to a Person or Persons who
      take delivery thereof in the form of an Unrestricted Definitive Note if:

                  (A) such exchange or transfer is effected pursuant to the
            Exchange Offer in accordance with the Registration Rights Agreement
            and the Holder, in the case of an exchange, or the transferee, in
            the case of a transfer, certifies in the applicable Letter of
            Transmittal that it is not (i) a Broker-Dealer, (ii) a Person
            participating in the distribution of the Exchange Notes or (iii) a
            Person who is an affiliate (as defined in Rule 144) of the Company;

                  (B) any such transfer is effected pursuant to the Shelf
            Registration Statement in accordance with the Registration Rights
            Agreement;

                  (C) any such transfer is effected by a Broker-Dealer pursuant
            to the Exchange Offer Registration Statement in accordance with the
            Registration Rights Agreement; or

                  (D) the Registrar receives the following:

                        (i) if the Holder of such Restricted Definitive Notes
                  proposes to exchange such Notes for an Unrestricted Definitive
                  Note, a certificate from such Holder in the form of Exhibit C
                  hereto, including the certifications in item (1)(d) thereof;
                  or

                        (ii) if the Holder of such Restricted Definitive Notes
                  proposes to transfer such Notes to a Person who shall take
                  delivery thereof in the form of an Unrestricted Definitive
                  Note, a certificate from such Holder in the form of Exhibit B
                  hereto, including the certifications in item (4) thereof;

                                       33

<PAGE>

            and, in each such case set forth in this subparagraph (D), if the
            Registrar so requests, an Opinion of Counsel in form reasonably
            acceptable to the Registrar to the effect that such exchange or
            transfer is in compliance with the Securities Act and that the
            restrictions on transfer contained herein and in the Private
            Placement Legend are no longer required in order to maintain
            compliance with the Securities Act.

            (3) Unrestricted Definitive Notes to Unrestricted Definitive Notes.
      A Holder of Unrestricted Definitive Notes may transfer such Notes to a
      Person who takes delivery thereof in the form of an Unrestricted
      Definitive Note. Upon receipt of a request to register such a transfer,
      the Registrar shall register the Unrestricted Definitive Notes pursuant to
      the instructions from the Holder thereof.

      (f) Exchange Offer. Upon the occurrence of the Exchange Offer in
accordance with the Registration Rights Agreement, the Company will issue and,
upon receipt of an Authentication Order in accordance with Section 2.02 hereof,
the Trustee will authenticate:

            (1) one or more Unrestricted Global Notes in an aggregate principal
      amount equal to the principal amount of the beneficial interests in the
      Restricted Global Notes accepted for exchange in the Exchange Offer by
      Persons that certify in the applicable Letters of Transmittal that (A)
      they are not Broker-Dealers, (B) they are not participating in a
      distribution of the Exchange Notes and (C) they are not affiliates (as
      defined in Rule 144) of the Company; and

            (2) Unrestricted Definitive Notes in an aggregate principal amount
      equal to the principal amount of the Restricted Definitive Notes accepted
      for exchange in the Exchange Offer by Persons that certify in the
      applicable Letters of Transmittal that (A) they are not Broker-Dealers,
      (B) they are not participating in a distribution of the Exchange Notes and
      (C) they are not affiliates (as defined in Rule 144) of the Company.

      Concurrently with the issuance of such Notes, the Trustee will cause the
aggregate principal amount of the applicable Restricted Global Notes to be
reduced accordingly, and the Company will execute and the Trustee will
authenticate and deliver to the Persons designated by the Holders of Definitive
Notes so accepted Unrestricted Definitive Notes in the appropriate principal
amount.

      (g) Legends. The following legends will appear on the face of all Global
Notes and Definitive Notes issued under this Indenture unless specifically
stated otherwise in the applicable provisions of this Indenture.

            (1) Private Placement Legend.

                  (A) Except as permitted by subparagraph (B) below, each Global
            Note and each Definitive Note (and all Notes issued in exchange
            therefor or substitution thereof) shall bear the legend in
            substantially the following form:

"THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933 (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1) TO A PERSON WHO THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE
903 OR RULE 904 OF REGULATION S UNDER THE

                                       34

<PAGE>

SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (4) TO AN
INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE
SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS."

                  (B) Notwithstanding the foregoing, any Global Note or
            Definitive Note issued pursuant to subparagraphs (b)(4), (c)(3),
            (c)(4), (d)(2), (d)(3), (e)(2), (e)(3) or (f) of this Section 2.06
            (and all Notes issued in exchange therefor or substitution thereof)
            will not bear the Private Placement Legend.

            (2) Global Note Legend. Each Global Note will bear a legend in
      substantially the following form:

"THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED
IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS
GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION
2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR
DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("DTC"), TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN."

            (3) Regulation S Temporary Global Note Legend. The Regulation S
      Temporary Global Note will bear a Legend in substantially the following
      form:

"THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE
CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS
SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE
BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED
TO RECEIVE PAYMENT OF INTEREST HEREON."

                                       35

<PAGE>

      (h) Cancellation and/or Adjustment of Global Notes. At such time as all
beneficial interests in a particular Global Note have been exchanged for
Definitive Notes or a particular Global Note has been redeemed, repurchased or
canceled in whole and not in part, each such Global Note will be returned to or
retained and canceled by the Trustee in accordance with Section 2.11 hereof. At
any time prior to such cancellation, if any beneficial interest in a Global Note
is exchanged for or transferred to a Person who will take delivery thereof in
the form of a beneficial interest in another Global Note or for Definitive
Notes, the principal amount of Notes represented by such Global Note will be
reduced accordingly and an endorsement will be made on such Global Note by the
Trustee or by the Depositary at the direction of the Trustee to reflect such
reduction; and if the beneficial interest is being exchanged for or transferred
to a Person who will take delivery thereof in the form of a beneficial interest
in another Global Note, such other Global Note will be increased accordingly and
an endorsement will be made on such Global Note by the Trustee or by the
Depositary at the direction of the Trustee to reflect such increase.

      (i) General Provisions Relating to Transfers and Exchanges.

            (1) To permit registrations of transfers and exchanges, the Company
      will execute and the Trustee will authenticate Global Notes and Definitive
      Notes upon receipt of an Authentication Order in accordance with Section
      2.02 hereof or at the Registrar's request.

            (2) No service charge will be made to a Holder of a beneficial
      interest in a Global Note or to a Holder of a Definitive Note for any
      registration of transfer or exchange, but the Company may require payment
      of a sum sufficient to cover any transfer tax or similar governmental
      charge payable in connection therewith (other than any such transfer taxes
      or similar governmental charge payable upon exchange or transfer pursuant
      to Sections 2.10, 3.06, 3.09, 4.10, 4.15 and 9.05 hereof).

            (3) The Registrar will not be required to register the transfer of
      or exchange of any Note selected for redemption in whole or in part,
      except the unredeemed portion of any Note being redeemed in part.

            (4) All Global Notes and Definitive Notes issued upon any
      registration of transfer or exchange of Global Notes or Definitive Notes
      will be the valid obligations of the Company, evidencing the same debt,
      and entitled to the same benefits under this Indenture, as the Global
      Notes or Definitive Notes surrendered upon such registration of transfer
      or exchange.

            (5) Neither the Registrar nor the Company will be required:

                  (A) to issue, to register the transfer of or to exchange any
            Notes during a period beginning at the opening of business 15 days
            before the day of any selection of Notes for redemption under
            Section 3.02 hereof and ending at the close of business on the day
            of selection;

                  (B) to register the transfer of or to exchange any Note
            selected for redemption in whole or in part, except the unredeemed
            portion of any Note being redeemed in part; or

                  (C) to register the transfer of or to exchange a Note between
            a record date and the next succeeding interest payment date.

            (6) Prior to due presentment for the registration of a transfer of
      any Note, the Trustee, any Agent and the Company may deem and treat the
      Person in whose name any Note is registered as the absolute owner of such
      Note for the purpose of receiving payment of principal of and interest

                                       36

<PAGE>

      on such Notes and for all other purposes, and none of the Trustee, any
      Agent or the Company shall be affected by notice to the contrary.

            (7) The Trustee will authenticate Global Notes and Definitive Notes
      in accordance with the provisions of Section 2.02 hereof.

            (8) All certifications, certificates and Opinions of Counsel
      required to be submitted to the Registrar pursuant to this Section 2.06 to
      effect a registration of transfer or exchange may be submitted by
      facsimile.

Section 2.07 Replacement Notes.

      If any mutilated Note is surrendered to the Trustee or the Company and the
Trustee receives evidence to its satisfaction of the destruction, loss or theft
of any Note, the Company will issue and the Trustee, upon receipt of an
Authentication Order, will authenticate a replacement Note if the Trustee's
requirements are met. If required by the Trustee or the Company, an indemnity
bond must be supplied by the Holder that is sufficient in the judgment of the
Trustee and the Company to protect the Company, the Trustee, any Agent and any
authenticating agent from any loss that any of them may suffer if a Note is
replaced. The Company may charge for its expenses in replacing a Note.

      Every replacement Note is an additional obligation of the Company and will
be entitled to all of the benefits of this Indenture equally and proportionately
with all other Notes duly issued hereunder.

Section 2.08 Outstanding Notes.

      The Notes outstanding at any time are all the Notes authenticated by the
Trustee except for those canceled by it, those delivered to it for cancellation,
those reductions in the interest in a Global Note effected by the Trustee in
accordance with the provisions hereof, and those described in this Section 2.08
as not outstanding. Except as set forth in Section 2.09 hereof, a Note does not
cease to be outstanding because the Company or an Affiliate of the Company holds
the Note; however, Notes held by the Company or a Subsidiary of the Company
shall not be deemed to be outstanding for purposes of Section 3.07(a) hereof.

      If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note is held by a protected purchaser.

      If the principal amount of any Note is considered paid under Section 4.01
hereof, it ceases to be outstanding and interest on it ceases to accrue.

      If the Paying Agent (other than the Company, a Subsidiary or an Affiliate
of any thereof) holds, on a redemption date or maturity date, money sufficient
to pay Notes payable on that date, then on and after that date such Notes will
be deemed to be no longer outstanding and will cease to accrue interest.

Section 2.09 Treasury Notes.

      In determining whether the Holders of the required principal amount of
Notes have concurred in any direction, waiver or consent, Notes owned by the
Company or any Guarantor, or by any Person directly or indirectly controlling or
controlled by or under direct or indirect common control with the Company or any
Guarantor, will be considered as though not outstanding, except that for the
purposes of determining whether the Trustee will be protected in relying on any
such direction, waiver or consent, only Notes that the Trustee knows are so
owned will be so disregarded.

                                       37

<PAGE>

Section 2.10 Temporary Notes.

      Until certificates representing Notes are ready for delivery, the Company
may prepare and the Trustee, upon receipt of an Authentication Order, will
authenticate temporary Notes. Temporary Notes will be substantially in the form
of certificated Notes but may have variations that the Company considers
appropriate for temporary Notes and as may be reasonably acceptable to the
Trustee. Without unreasonable delay, the Company will prepare and the Trustee
will authenticate definitive Notes in exchange for temporary Notes.

      Holders of temporary Notes will be entitled to all of the benefits of this
Indenture.

Section 2.11 Cancellation.

      The Company at any time may deliver Notes to the Trustee for cancellation.
The Registrar and Paying Agent will forward to the Trustee any Notes surrendered
to them for registration of transfer, exchange or payment. The Trustee and no
one else will cancel all Notes surrendered for registration of transfer,
exchange, payment, replacement or cancellation and will dispose of canceled
Notes (subject to the record retention requirement of the Exchange Act). The
Company may not issue new Notes to replace Notes that it has paid or that have
been delivered to the Trustee for cancellation.

Section 2.12 Defaulted Interest.

      If the Company defaults in a payment of interest on the Notes, it will pay
the defaulted interest in any lawful manner plus, to the extent lawful, interest
payable on the defaulted interest, to the Persons who are Holders on a
subsequent special record date, in each case at the rate provided in the Notes
and in Section 4.01 hereof. The Company will notify the Trustee in writing of
the amount of defaulted interest proposed to be paid on each Note and the date
of the proposed payment. The Company will fix or cause to be fixed each such
special record date and payment date; provided that no such special record date
may be less than 10 days prior to the related payment date for such defaulted
interest. At least 15 days before the special record date, the Company (or, upon
the written request of the Company, the Trustee in the name and at the expense
of the Company) will mail or cause to be mailed to Holders a notice that states
the special record date, the related payment date and the amount of such
interest to be paid.

Section 2.13 Issuance of Additional Notes.

      The Company shall be entitled, subject to its compliance with the
conditions and covenants provided for in this Indenture, to issue Additional
Notes under this Indenture which shall have identical terms as the Initial Notes
issued on the Issue Date, other than with respect to the date of issuance and
issue price. The Initial Notes issued on the Issue Date, any Additional Notes
and all Exchange Notes issued in exchange therefor shall be treated as a single
class for all purposes under this Indenture, including without limitation,
waiver, amendments, redemptions and offers to purchase.

      With respect to any Additional Notes, the Company shall set forth in a
resolution of the Board of Directors and an Officers' Certificate, a copy of
each which shall be delivered to the Trustee, the following information:

      (a) the aggregate principal amount of such Additional Notes to be
authenticated and delivered pursuant to this Indenture;

      (b) the issue price, the issue date and the CUSIP number of such
Additional Notes; and

                                       38
<PAGE>

      (c) whether such Additional Notes shall be transfer restricted notes and
issued in the form of Initial Notes as set forth in Section 2.02 this Indenture
or shall be issued in the form of Exchange Notes.

Section 2.14 CUSIP Numbers.

      The Company, in issuing the Notes, shall use "CUSIP" numbers, and the
Trustee shall use "CUSIP" numbers in notices of redemption as a convenience to
Holders; provided, however, that any such notice may state that no
representation is made as to the correctness of such numbers either as printed
on the Notes or as contained in any notice of a redemption and that reliance may
be placed only on the other identification numbers printed on the Notes, and any
such redemption shall not be affected by any defect in or omission of such
numbers.

                                    ARTICLE 3
                            REDEMPTION AND PREPAYMENT

Section 3.01 Notices to Trustee.

      If the Company elects to redeem Notes pursuant to the optional redemption
provisions of Section 3.07 hereof, it must furnish to the Trustee, at least 30
days but not more than 60 days before a redemption date, an Officers'
Certificate setting forth:

            (1) the clause of this Indenture pursuant to which the redemption
      shall occur;

            (2) the redemption date;

            (3) the principal amount of Notes to be redeemed; and

            (4) the redemption price.

      Any redemption referenced in such Officers' Certificate may be cancelled
by the Company at any time prior to notice of redemption being mailed to any
Holder and thereafter shall be null and void.

Section 3.02 Selection of Notes to Be Redeemed or Purchased.

      If less than all of the Notes are to be redeemed or purchased in an offer
to purchase at any time, the Trustee will select Notes for redemption or
purchase on a pro rata basis except:

            (1) if the Notes are listed on any national securities exchange, in
      compliance with the requirements of the principal national securities
      exchange on which the Notes are listed; or

            (2) if otherwise required by law.

      No Notes of $1,000 or less can be redeemed in part. In the event of
partial redemption, the particular Notes to be redeemed or purchased will be
selected, unless otherwise provided herein, not less than 30 nor more than 60
days prior to the redemption or purchase date by the Trustee from the
outstanding Notes not previously called for redemption or purchase.

      The Trustee will promptly notify the Company in writing of the Notes
selected for redemption or purchase and, in the case of any Note selected for
partial redemption or purchase, the principal amount thereof to be redeemed or
purchased. Notes and portions of Notes selected will be in amounts of $1,000 or
whole multiples of $1,000; except that if all of the Notes of a Holder are to be
redeemed or purchased,

                                       39
<PAGE>

the entire outstanding amount of Notes held by such Holder, even if not a
multiple of $1,000, shall be redeemed or purchased. Except as provided in the
preceding sentence, provisions of this Indenture that apply to Notes called for
redemption or purchase also apply to portions of Notes called for redemption or
purchase.

Section 3.03 Notice of Redemption.

      Subject to the provisions of Section 3.09 hereof, at least 30 days but not
more than 60 days before a redemption date, the Company will mail or cause to be
mailed, by first class mail, a notice of redemption to each Holder whose Notes
are to be redeemed at its registered address, except that redemption notices may
be mailed more than 60 days prior to a redemption date if the notice is issued
in connection with a defeasance of the Notes or a satisfaction and discharge of
this Indenture pursuant to Articles 8 or 11 hereof.

      The notice will identify the Notes (including the CUSIP number) to be
redeemed and will state:

            (1) the redemption date;

            (2) the redemption price;

            (3) if any Note is being redeemed in part, the portion of the
      principal amount of such Note to be redeemed and that, after the
      redemption date upon surrender of such Note, a new Note or Notes in
      principal amount equal to the unredeemed portion will be issued upon
      cancellation of the original Note;

            (4) the name and address of the Paying Agent;

            (5) that Notes called for redemption must be surrendered to the
      Paying Agent to collect the redemption price;

            (6) that, unless the Company defaults in making such redemption
      payment, interest on Notes called for redemption ceases to accrue on and
      after the redemption date;

            (7) the paragraph of the Notes and/or Section of this Indenture
      pursuant to which the Notes called for redemption are being redeemed; and

            (8) that no representation is made as to the correctness or accuracy
      of the CUSIP number, if any, listed in such notice or printed on the
      Notes.

      At the Company's request, the Trustee will give the notice of redemption
in the Company's name and at its expense; provided, however, that the Company
has delivered to the Trustee, at least 45 days prior to the redemption date, an
Officers' Certificate requesting that the Trustee give such notice and setting
forth the information to be stated in such notice as provided in the preceding
paragraph.

Section 3.04 Effect of Notice of Redemption.

      Once notice of redemption is mailed in accordance with Section 3.03
hereof, Notes called for redemption become irrevocably due and payable on the
redemption date at the redemption price. A notice of redemption may not be
conditional.

Section 3.05 Deposit of Redemption or Purchase Price.

                                       40
<PAGE>

      Prior to 11:00 a.m. Eastern Time on the redemption or purchase date, the
Company will deposit with the Trustee or with the Paying Agent money sufficient
to pay the redemption or purchase price of and accrued interest and Special
Interest, if any, on, all Notes to be redeemed or purchased on that date. The
Trustee or the Paying Agent will promptly return to the Company any money
deposited with the Trustee or the Paying Agent by the Company in excess of the
amounts necessary to pay the redemption or purchase price of, and accrued
interest and Special Interest, if any, on, all Notes to be redeemed or
purchased.

      If the Company complies with the provisions of the preceding paragraph, on
and after the redemption or purchase date, interest will cease to accrue on the
Notes or the portions of Notes called for redemption or purchase. If a Note is
redeemed or purchased on or after an interest record date but on or prior to the
related interest payment date, then any accrued and unpaid interest shall be
paid to the Person in whose name such Note was registered at the close of
business on such record date. If any Note called for redemption or purchase is
not so paid upon surrender for redemption or purchase because of the failure of
the Company to comply with the preceding paragraph, interest shall be paid on
the unpaid principal, from the redemption or purchase date until such principal
is paid, and to the extent lawful on any interest not paid on such unpaid
principal, in each case at the rate provided in the Notes and in Section 4.01
hereof.

Section 3.06 Notes Redeemed or Purchased in Part.

      Upon surrender of a Note that is redeemed or purchased in part, the
Company will issue and, upon receipt of an Authentication Order, the Trustee
will authenticate for the Holder at the expense of the Company a new Note equal
in principal amount to the unredeemed or unpurchased portion of the Note
surrendered.

Section 3.07 Optional Redemption.

      (a) At any time prior to April 1, 2007, the Company may on any one or more
occasions redeem up to 35% of the aggregate principal amount of Notes issued
under this Indenture at a redemption price of 108.25% of the principal amount
thereof, plus accrued and unpaid interest and Special Interest, if any, to the
redemption date, with the net cash proceeds of one or more Equity Offerings or a
contribution to the Company's common equity capital made with the net cash
proceeds of a concurrent offering of common stock of the Company's direct parent
(whether offered or sold independently or as a part of an offering or sale of
units); provided that:

            (1) at least 65% of the aggregate principal amount of Notes
      originally issued under this Indenture (excluding Notes held by the
      Company and its Subsidiaries) remains outstanding immediately after the
      occurrence of such redemption; and

            (2) the redemption occurs within 90 days of the date of the closing
      of such Equity Offering or contribution.

      (b) Except pursuant to the preceding paragraph, the Notes will not be
redeemable at the Company's option prior to April 1, 2008.

      (c) On or after April 1, 2008, the Company may redeem all or a part of the
Notes upon not less than 30 nor more than 60 days' notice, at the redemption
prices (expressed as percentages of principal amount) set forth below plus
accrued and unpaid interest and Special Interest, if any, on the Notes redeemed
to the applicable redemption date, if redeemed during the twelve-month period
beginning on

                                       41
<PAGE>
April 1 of the years indicated below, subject to the rights of Holders of such
Notes on the relevant record date to receive interest on the relevant interest
payment date:

<TABLE>
<CAPTION>
Year                                                           Percentage
----                                                           ----------
<C>                                                            <C>
2008.........................................................   104.125%
2009.........................................................   102.063%
2010 and thereafter..........................................   100.000%
</TABLE>

      Unless the Company defaults in the payment of the redemption price,
interest will cease to accrue on the Notes or portions thereof called for
redemption on the applicable redemption date.

      (d) Any redemption pursuant to this Section 3.07 shall be made pursuant to
the provisions of Sections 3.01 through 3.06 hereof.

Section 3.08 Mandatory Redemption.

      The Company is not required to make mandatory redemption or sinking fund
payments with respect to the Notes.

Section 3.09 Offer to Purchase by Application of Excess Proceeds.

      In the event that, pursuant to Section 4.10 hereof, the Company is
required to commence an offer to all Holders to purchase Notes (an "Asset Sale
Offer"), it will follow the procedures specified below.

      The Asset Sale Offer shall be made to all Holders and all holders of other
Indebtedness that is pari passu with the Notes containing provisions similar to
those set forth in this Indenture with respect to offers to purchase or redeem
with the proceeds of sales of assets. The Asset Sale Offer will remain open for
a period of at least 20 Business Days following its commencement and not more
than 30 Business Days, except to the extent that a longer period is required by
applicable law (the "Offer Period"). No later than five Business Days after the
termination of the Offer Period (the "Purchase Date"), the Company will apply
all Excess Proceeds (the "Offer Amount") to the purchase of Notes and such other
pari passu Indebtedness (on a pro rata basis, if applicable) or, if less than
the Offer Amount has been tendered, all Notes and other Indebtedness tendered in
response to the Asset Sale Offer. Payment for any Notes so purchased will be
made in the same manner as interest payments are made.

      If the Purchase Date is on or after an interest record date and on or
before the related interest payment date, any accrued and unpaid interest and
Special Interest, if any, will be paid to the Person in whose name a Note is
registered at the close of business on such record date, and no additional
interest will be payable to Holders who tender Notes pursuant to the Asset Sale
Offer.

      Upon the commencement of an Asset Sale Offer, the Company will send, by
first class mail, a notice to the Trustee and each of the Holders, with a copy
to the Trustee. The notice will contain all instructions and materials necessary
to enable such Holders to tender Notes pursuant to the Asset Sale Offer. At the
Company's request, the Trustee shall give notice of the Asset Sale Offer in the
Company's name and at the Company's expense. The notice, which will govern the
terms of the Asset Sale Offer, will state:

            (1) that the Asset Sale Offer is being made pursuant to this Section
      3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer
      will remain open;

            (2) the Offer Amount, the purchase price and the Purchase Date;

                                       42
<PAGE>

            (3) that any Note not tendered or accepted for payment will continue
      to accrue interest;

            (4) that, unless the Company defaults in making such payment, any
      Note accepted for payment pursuant to the Asset Sale Offer will cease to
      accrue interest after the Purchase Date;

            (5) that Holders electing to have a Note purchased pursuant to an
      Asset Sale Offer may elect to have Notes purchased in integral multiples
      of $1,000 only;

            (6) that Holders electing to have Notes purchased pursuant to any
      Asset Sale Offer will be required to surrender the Note, with the form
      entitled "Option of Holder to Elect Purchase" attached to the Notes
      completed, or transfer by book-entry transfer, to the Company, a
      Depositary, if appointed by the Company, or a Paying Agent at the address
      specified in the notice at least three days before the Purchase Date;

            (7) that Holders will be entitled to withdraw their election if the
      Company, the Depositary or the Paying Agent, as the case may be, receives,
      not later than the expiration of the Offer Period, a telegram, telex,
      facsimile transmission or letter setting forth the name of the Holder, the
      principal amount of the Note the Holder delivered for purchase and a
      statement that such Holder is withdrawing his election to have such Note
      purchased;

            (8) that, if the aggregate principal amount of Notes and other pari
      passu Indebtedness surrendered by holders thereof exceeds the Offer
      Amount, the Company will select the Notes and other pari passu
      Indebtedness to be purchased on a pro rata basis based on the principal
      amount of Notes and such other pari passu Indebtedness surrendered (with
      such adjustments as may be deemed appropriate by the Company so that only
      Notes in denominations of $1,000, or integral multiples thereof, will be
      purchased); and

            (9) that Holders whose Notes were purchased only in part will be
      issued new Notes equal in principal amount to the unpurchased portion of
      the Notes surrendered (or transferred by book-entry transfer).

      On or before the Purchase Date, the Company will, to the extent lawful,
accept for payment, on a pro rata basis to the extent necessary, the Offer
Amount of Notes or portions thereof tendered pursuant to the Asset Sale Offer,
or if less than the Offer Amount has been tendered, all Notes tendered, and will
deliver or cause to be delivered to the Trustee the Notes properly accepted
together with an Officers' Certificate stating that such Notes or portions
thereof were accepted for payment by the Company in accordance with the terms of
this Section 3.09. The Company, the Depositary or the Paying Agent, as the case
may be, will promptly (but in any case not later than five days after the
Purchase Date) mail or deliver to each tendering Holder an amount equal to the
purchase price of the Notes tendered by such Holder and accepted by the Company
for purchase, and the Company will promptly issue a new Note, and the Trustee,
upon written request from the Company, will authenticate and mail or deliver (or
cause to be transferred by book entry) such new Note to such Holder, in a
principal amount equal to any unpurchased portion of the Note surrendered. Any
Note not so accepted shall be promptly mailed or delivered by the Company to the
Holder thereof. The Company will publicly announce the results of the Asset Sale
Offer on the Purchase Date if required to do so by law.

      Other than as specifically provided in this Section 3.09, any purchase
pursuant to this Section 3.09 shall be made pursuant to the provisions of
Sections 3.01 through 3.06 hereof.

                                       43
<PAGE>

                                    ARTICLE 4
                                    COVENANTS

Section 4.01 Payment of Notes.

      The Company will pay or cause to be paid the principal of, premium, if
any, and interest and Special Interest, if any, on, the Notes on the dates and
in the manner provided in the Notes. Principal, premium, if any, and interest
and Special Interest, if any will be considered paid on the date due if the
Paying Agent, if other than the Company or a Subsidiary thereof, holds as of
10:00 a.m. Eastern Time on the due date money deposited by the Company in
immediately available funds and designated for and sufficient to pay all
principal, premium, if any, and interest then due. The Company will pay all
Special Interest, if any, in the same manner on the dates and in the amounts set
forth in the Registration Rights Agreement.

      The Company will pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal at the rate equal to
1% per annum in excess of the then applicable interest rate on the Notes to the
extent lawful; it will pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest and
Special Interest (without regard to any applicable grace period) at the same
rate to the extent lawful.

Section 4.02 Maintenance of Office or Agency.

      The Company will maintain in the Borough of Manhattan, the City of New
York, an office or agency (which may be an office of the Trustee or an affiliate
of the Trustee, Registrar or co-registrar) where Notes may be surrendered for
registration of transfer or for exchange and where notices and demands to or
upon the Company in respect of the Notes and this Indenture may be served. The
Company will give prompt written notice to the Trustee of the location, and any
change in the location, of such office or agency. If at any time the Company
fails to maintain any such required office or agency or fails to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office of the Trustee.

      The Company may also from time to time designate one or more other offices
or agencies where the Notes may be presented or surrendered for any or all such
purposes and may from time to time rescind such designations; provided, however,
that no such designation or rescission will in any manner relieve the Company of
its obligation to maintain an office or agency in the Borough of Manhattan, the
City of New York for such purposes. The Company will give prompt written notice
to the Trustee of any such designation or rescission and of any change in the
location of any such other office or agency.

      The Company hereby designates the Corporate Trust Office of the Trustee as
one such office or agency of the Company in accordance with Section 2.03 hereof.

Section 4.03 Reports.

      (a) Whether or not required by the rules and regulations of the SEC, so
long as any Notes are outstanding, the Company will furnish to the Holders of
Notes or cause the Trustee to furnish to the Holders of Notes, within the time
periods specified in the SEC's rules and regulations:

            (1) all quarterly and annual financial information that would be
      required to be contained in a filing with the SEC on Forms 10-Q and 10-K
      if the Company were required to file reports on such forms, including a
      "Management's Discussion and Analysis of Financial Condition and Results
      of Operations" and, with respect to the annual information only, a report
      on the annual financial statements by the Company's certified independent
      accountants; and

                                       44
<PAGE>

            (2) all current reports that would be required to be filed with the
      SEC on Form 8-K if the Company were required to file such reports.

      In addition, whether or not required by the SEC, the Company will file a
copy of all of the information and reports referred to in clauses (1) and (2)
above with the SEC for public availability within the time periods specified in
the rules and regulations applicable to such reports (unless the SEC will not
accept such a filing) and, upon the effectiveness of the Exchange Offer
Registration Statement or the Shelf Registration Statement, if any, will post
the reports on its website within those time periods. The Company will not take
any action for the purpose of causing the SEC not to accept any such filings.
If, notwithstanding the foregoing, the SEC will not accept the Company's filings
for any reason, the Company will post the reports referred to in the preceding
paragraphs on its website within the time periods that would apply if the
Company were required to file those reports with the SEC. The Company will at
all times comply with TIA Section 314(a).

      (b) If the Company has designated any of its Subsidiaries (other than
Immaterial Subsidiaries) as Unrestricted Subsidiaries, then the quarterly and
annual financial information required by paragraph (a) of this Section 4.03 will
include a reasonably detailed presentation, either on the face of the financial
statements or in the footnotes thereto, and in Management's Discussion and
Analysis of Financial Condition and Results of Operations, of the financial
condition and results of operations of the Company and its Restricted
Subsidiaries separate from the financial condition and results of operations of
the Unrestricted Subsidiaries of the Company.

      (c) For so long as any Notes remain outstanding, the Company will furnish
to the Holders and to securities analysts and prospective investors, upon their
request, the information required to be delivered pursuant to Rule 144A(d)(4)
under the Securities Act.

      Delivery of such reports, information and documents to the Trustee is for
informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).

Section 4.04 Compliance Certificate.

      (a) The Company and each Guarantor (to the extent that such Guarantor is
so required under the TIA) shall deliver to the Trustee, within 120 days after
the end of each fiscal year, an Officers' Certificate stating that a review of
the activities of the Company and its Subsidiaries during the preceding fiscal
year has been made under the supervision of the signing Officers with a view to
determining whether the Company has kept, observed, performed and fulfilled its
obligations under this Indenture, and further stating, as to each such Officer
signing such certificate, that to his or her knowledge the Company has kept,
observed, performed and fulfilled each and every covenant contained in this
Indenture and is not in default in the performance or observance of any of the
terms, provisions and conditions of this Indenture (or, if a Default or Event of
Default has occurred, describing all such Defaults or Events of Default of which
he or she may have knowledge and what action the Company is taking or proposes
to take with respect thereto) and that to his or her knowledge no event has
occurred and remains in existence by reason of which payments on account of the
principal of or interest, if any, on the Notes is prohibited or if such event
has occurred, a description of the event and what action the Company is taking
or proposes to take with respect thereto.

      (b) So long as any of the Notes are outstanding, the Company will deliver
to the Trustee, forthwith upon any Officer becoming aware of any Default or
Event of Default, an Officers' Certificate

                                       45
<PAGE>

specifying such Default or Event of Default and what action the Company is
taking or proposes to take with respect thereto.

Section 4.05 Taxes.

      The Company will pay, and will cause each of its Subsidiaries to pay,
prior to delinquency, all material taxes, assessments, and governmental levies
except such as are contested in good faith and by appropriate proceedings or
where the failure to effect such payment is not adverse in any material respect
to the Holders of the Notes.

Section 4.06 Stay, Extension and Usury Laws.

      The Company and each of the Guarantors covenants (to the extent that it
may lawfully do so) that it will not at any time insist upon, plead, or in any
manner whatsoever claim or take the benefit or advantage of, any stay, extension
or usury law wherever enacted, now or at any time hereafter in force, that may
affect the covenants or the performance of this Indenture; and the Company and
each of the Guarantors (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law, and covenants that it
will not, by resort to any such law, hinder, delay or impede the execution of
any power herein granted to the Trustee, but will suffer and permit the
execution of every such power as though no such law has been enacted.

Section 4.07 Restricted Payments.

      (a) The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly:

            (1) declare or pay any dividend or make any other payment or
      distribution on account of the Company's or any of its Restricted
      Subsidiaries' Equity Interests (including, without limitation, any payment
      in connection with any merger or consolidation involving the Company or
      any of its Restricted Subsidiaries) or to the direct or indirect holders
      of the Company's or any of its Restricted Subsidiaries' Equity Interests
      in their capacity as such (other than dividends or distributions payable
      in Equity Interests (other than Disqualified Stock) of the Company and
      other than dividends or distributions payable to the Company or a
      Restricted Subsidiary of the Company);

            (2) purchase, redeem or otherwise acquire or retire for value
      (including, without limitation, in connection with any merger or
      consolidation involving the Company) any Equity Interests of the Company
      or any direct or indirect parent of the Company (other than such Equity
      Interest owned by the Company or any Restricted Subsidiary of the
      Company);

            (3) make any payment on or with respect to, or purchase, redeem,
      defease or otherwise acquire or retire for value any Indebtedness of the
      Company or any Guarantor that is contractually subordinated to the Notes
      or to any Note Guarantee (excluding any intercompany Indebtedness between
      or among the Company and any of its Restricted Subsidiaries), except a
      payment of interest or principal at the Stated Maturity thereof; or

            (4) make any Restricted Investment (all such payments and other
      actions set forth in clauses (1) through (4) above being collectively
      referred to as "Restricted Payments"),

            unless, at the time of and after giving effect to such Restricted
      Payment:

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<PAGE>

            (1) no Default or Event of Default has occurred and is continuing or
      would occur as a consequence of such Restricted Payment;

            (2) the Company would, at the time of such Restricted Payment and
      after giving pro forma effect thereto as if such Restricted Payment had
      been made at the beginning of the applicable four-quarter period, have
      been permitted to incur at least $1.00 of additional Indebtedness pursuant
      to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a)
      hereof; and

            (3) such Restricted Payment, together with the aggregate amount of
      all other Restricted Payments made by the Company and its Restricted
      Subsidiaries since the date of this Indenture (excluding Restricted
      Payments permitted by clauses (2), (3), (4), (5), (6), (7), (9), (10) and
      (11) of paragraph (b) of this Section 4.07), is less than the sum, without
      duplication of:

                  (A) 50% of the Consolidated Net Income of the Company for the
            period (taken as one accounting period) from the beginning of the
            first fiscal quarter commencing after the date of this Indenture to
            the end of the Company's most recently ended fiscal quarter for
            which internal financial statements are available at the time of
            such Restricted Payment (or, if such Consolidated Net Income for
            such period is a deficit, less 100% of such deficit); plus

                  (B) 100% of the aggregate net cash proceeds, and the Fair
            Market Value of any property other than cash, received by the
            Company since the date of this Indenture as a contribution to its
            common equity capital or from the issue or sale of Equity Interests
            of the Company (other than Disqualified Stock) or from the issue or
            sale of convertible or exchangeable Disqualified Stock or
            convertible or exchangeable debt securities of the Company that have
            been converted into or exchanged for such Equity Interests (other
            than Equity Interests (or Disqualified Stock or debt securities)
            sold to a Subsidiary of the Company); plus

                  (C) to the extent that any Restricted Investment that was made
            after the date of this Indenture is sold for cash or otherwise
            liquidated or repaid for cash, the cash return of capital with
            respect to such Restricted Investment (less the cost of disposition,
            if any); plus

                  (D) to the extent that any Unrestricted Subsidiary of the
            Company designated as such after the date of this Indenture is
            redesignated as a Restricted Subsidiary after the date of this
            Indenture, the Fair Market Value of the Company's Investment in such
            Subsidiary as of the date of such redesignation; plus

                  (E) 50% of any dividends received by the Company or a
            Restricted Subsidiary of the Company that is a Guarantor after the
            date of this Indenture from an Unrestricted Subsidiary of the
            Company, to the extent that such dividends were not otherwise
            included in the Consolidated Net Income of the Company for such
            period.

      (b) The provisions of Section 4.07(a) hereof will not prohibit:

            (1) the payment of any dividend or the consummation of any
      irrevocable redemption within 60 days after the date of declaration of the
      dividend or giving of the redemption notice, as the case may be, if at the
      date of declaration or notice, the dividend or redemption payment would
      have complied with the provisions of this Indenture;

                                       47
<PAGE>

            (2) the making of any Restricted Payment in exchange for, or out of
      the net cash proceeds of the substantially concurrent sale (other than to
      a Subsidiary of the Company) of, Equity Interests of the Company (other
      than Disqualified Stock) or from the substantially concurrent contribution
      of common equity capital to the Company; provided that the amount of any
      such net cash proceeds that are utilized for any such Restricted Payment
      will be excluded from clause (3)(B) of Section 4.07(a) hereof;

            (3) the repurchase, redemption, defeasance or other acquisition or
      retirement for value of Indebtedness of the Company or any Guarantor that
      is contractually subordinated to the Notes or to any Note Guarantee with
      the net cash proceeds from a substantially concurrent incurrence of
      Permitted Refinancing Indebtedness;

            (4) the payment of any dividend (or, in the case of any partnership
      or limited liability company, any similar distribution) by a Restricted
      Subsidiary of the Company to the holders of its Equity Interests on a pro
      rata basis;

            (5) the repurchase, redemption or other acquisition or retirement
      for value of any Equity Interests of the Company or any Restricted
      Subsidiary of the Company or any distribution, loan or advance to Parent
      for the repurchase, redemption or other acquisition or retirement for
      value of any Equity Interests of Parent, in each case held by any current
      or former officer, director or employee of the Company or any of its
      Restricted Subsidiaries pursuant to any equity subscription agreement,
      stock option agreement, shareholders' agreement or other agreement;
      provided that the aggregate price paid for all such repurchased, redeemed,
      acquired or retired Equity Interests may not exceed $500,000 in any
      twelve-month period; provided further that the Company may carry over and
      make in subsequent twelve-month periods, in addition to the amounts
      permitted for such twelve-month period, the amount of such repurchases,
      redemptions or other acquisitions or retirements for value permitted to
      have been made but not made in any preceding twelve-month period up to a
      maximum of $1.5 million in any twelve-month period; it being understood
      that the cancellation of Indebtedness owed by management to the Company in
      connection with such repurchase or redemption will not be deemed to be a
      Restricted Payment;

            (6) the repurchase of Equity Interests deemed to occur upon the
      exercise of stock options to the extent such Equity Interests represent a
      portion of the exercise price of those stock options;

            (7) the declaration and payment of regularly scheduled or accrued
      dividends to holders of any class or series of Disqualified Stock of the
      Company or any Restricted Subsidiary of the Company issued on or after the
      date of this Indenture in accordance with the Fixed Charge Coverage test
      described in Section 4.09(a) hereof;

            (8) any payments made, or the performance of any of the transactions
      contemplated, in connection with the acquisition and the financing thereof
      as described in the Offering Circular under the heading "Transactions;"

            (9) Permitted Payments to Parent;

            (10) the repayment or repurchase of Indebtedness that is
      subordinated in right of payment to the Notes or the Note Guarantees upon
      an asset sale if and to the extent that such repayment or repurchase was
      required by the provisions of such Indebtedness; provided that, prior to
      such repayment or repurchase, the Company shall have made an Asset Sale
      Offer with respect to the Notes as required by this Indenture, and the
      Company shall have repurchased all Notes validly tendered for payment and
      not withdrawn in connection with such Asset Sale Offer; and

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<PAGE>

            (11) other Restricted Payments in an aggregate amount not to exceed
      $15.0 million since the date of this Indenture,

      provided, that in the case of Restricted Payments pursuant to clauses (5),
      (7), (10) and (11) above, no Default has occurred and is continuing or
      would be caused as a consequence of such payment.

      The amount of all Restricted Payments (other than cash) will be the Fair
Market Value on the date of the Restricted Payment of the asset(s) or securities
proposed to be transferred or issued by the Company or such Restricted
Subsidiary, as the case may be, pursuant to the Restricted Payment. The Fair
Market Value of any assets or securities that are required to be valued by this
Section 4.07 will be determined by the Board of Directors of the Company, whose
resolution with respect thereto shall be delivered to the Trustee. The Board of
Directors' determination must be based upon an opinion or appraisal issued by an
accounting, appraisal or investment banking firm of national standing if the
Fair Market Value exceeds $10.0 million.

Section 4.08 Dividend and Other Payment Restrictions Affecting Subsidiaries.

      (a) The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, create or permit to exist or become
effective any consensual encumbrance or restriction on the ability of any
Restricted Subsidiary to:

            (1) pay dividends or make any other distributions on its Capital
      Stock to the Company or any of its Restricted Subsidiaries, or with
      respect to any other interest or participation in, or measured by, its
      profits, or pay any indebtedness owed to the Company or any of its
      Restricted Subsidiaries;

            (2) make loans or advances to the Company or any of its Restricted
      Subsidiaries; or

            (3) sell, lease or transfer any of its properties or assets to the
      Company or any of its Restricted Subsidiaries.

      (b) The restrictions in Section 4.08(a) hereof will not apply to
encumbrances or restrictions existing under or by reason of:

            (1) agreements governing Existing Indebtedness and Credit Facilities
      as in effect on the date of this Indenture and any amendments,
      restatements, modifications, renewals, supplements, refundings,
      replacements or refinancings of those agreements; provided that the
      amendments, restatements, modifications, renewals, supplements,
      refundings, replacements or refinancings are not materially more
      restrictive, taken as a whole, with respect to such dividend and other
      payment restrictions than those contained in those agreements on the date
      of this Indenture;

            (2) this Indenture, the Notes and the Note Guarantees;

            (3) applicable law, rule, regulation or order;

            (4) any instrument governing Indebtedness or Capital Stock of a
      Person acquired by the Company or any of its Restricted Subsidiaries as in
      effect at the time of such acquisition (except to the extent such
      Indebtedness or Capital Stock was incurred in connection with or in
      contemplation of such acquisition), which encumbrance or restriction is
      not applicable to any Person, or the properties or assets of any Person,
      other than the Person, or the property or assets

                                       49
<PAGE>

      of the Person, so acquired; provided that, in the case of Indebtedness,
      such Indebtedness was permitted by the terms of this Indenture to be
      incurred;

            (5) customary non-assignment provisions in contracts, leases or
      licenses entered into in the ordinary course of business;

            (6) purchase money obligations for property acquired in the ordinary
      course of business and Capital Lease Obligations that impose restrictions
      on the property purchased or leased of the nature described in clause (3)
      of Section 4.08(a) hereof;

            (7) any agreement for the sale or other disposition of a Restricted
      Subsidiary that restricts distributions by that Restricted Subsidiary
      pending the sale or other disposition;

            (8) Permitted Refinancing Indebtedness; provided that the
      restrictions contained in the agreements governing such Permitted
      Refinancing Indebtedness are not materially more restrictive, taken as a
      whole, than those contained in the agreements governing the Indebtedness
      being refinanced;

            (9) Liens permitted to be incurred under the provisions of Section
      4.12 hereof and restrictions in the agreements relating thereto that limit
      the right of the debtor to dispose of the assets subject to such Liens;

            (10) provisions limiting the disposition or distribution of assets
      or property in joint venture agreements, asset sale agreements,
      sale-leaseback agreements, stock sale agreements and other similar
      agreements entered into with the approval of the Company's Board of
      Directors, which limitation is applicable only to the assets that are the
      subject of such agreements;

            (11) restrictions on cash or other deposits or net worth imposed by
      customers under contracts entered into in the ordinary course of business;

            (12) any encumbrance or restriction in connection with an
      acquisition of property, so long as such encumbrance or restriction
      relates solely to the property so acquired and was not created in
      connection with or in anticipation of such acquisition;

            (13) agreements not described in clause (1) in effect on the date of
      this Indenture;

            (14) provisions in agreements or instruments which prohibit the
      payment of dividends or the making of other distributions with respect to
      any class of Capital Stock of a Person other than on a pro rata basis;

            (15) restrictions on the transfer of assets subject to any Lien
      permitted under this Indenture imposed by the holder of such Lien;

            (16) restrictions on the transfer of assets imposed under any
      agreement to sell such assets permitted under this Indenture to any Person
      pending the closing of such sale;

            (17) customary provisions in partnership agreements, limited
      liability company organizational governance documents, joint venture
      agreements and other similar agreements that restrict the transfer of
      ownership interests in such partnership, limited liability company, joint
      venture or similar Person;

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<PAGE>

            (18) restrictions on the ability of any Foreign Subsidiary to make
      dividends or other distributions resulting from the operation of
      reasonable financial covenants contained in documentation governing
      Indebtedness of such Subsidiary permitted to be incurred under this
      Indenture; and

            (19) any encumbrances or restrictions imposed by any amendments,
      modifications, restatements, renewals, increases, supplements, refundings,
      replacements or refinancings of the contracts, instruments or obligations
      referred to in clauses (1) through (18) above; provided that the
      encumbrances or restrictions in such amendments, modifications,
      restatements, renewals, increases, supplements, refundings, replacements
      or refinancings are not materially more restrictive, in the good faith
      judgment of the Board of Directors of the Company, taken as a whole, than
      the encumbrances or restrictions prior to such amendment, modification,
      restatement, renewal, increase, supplement, refunding, replacement or
      refinancing.

Section 4.09 Incurrence of Indebtedness and Issuance of Preferred Stock.

      (a) The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee
or otherwise become directly or indirectly liable, contingently or otherwise,
with respect to (collectively, "incur") any Indebtedness (including Acquired
Debt), and the Company will not issue any Disqualified Stock and will not permit
any of its Restricted Subsidiaries to issue any shares of preferred stock;
provided, however, that the Company may incur Indebtedness (including Acquired
Debt) or issue Disqualified Stock, and the Guarantors may incur Indebtedness
(including Acquired Debt) or issue preferred stock, if the Fixed Charge Coverage
Ratio for the Company's most recently ended four full fiscal quarters for which
internal financial statements are available immediately preceding the date on
which such additional Indebtedness is incurred or such Disqualified Stock or
preferred stock is issued, as the case may be, would have been at least 2.0 to
1, determined on a pro forma basis (including a pro forma application of the net
proceeds therefrom), as if the additional Indebtedness had been incurred or the
Disqualified Stock or preferred stock had been issued, as the case may be, and
the proceeds thereof applied at the beginning of such four-quarter period.

      (b) The provisions of Section 4.09(a) hereof will not prohibit the
incurrence of any of the following items of Indebtedness (collectively,
"Permitted Debt"):

            (1) the incurrence by the Company and any Guarantor of additional
      Indebtedness and letters of credit under Credit Facilities in an aggregate
      principal amount at any one time outstanding under this clause (1) (with
      letters of credit being deemed to have a principal amount equal to the
      maximum potential liability of the Company and its Restricted Subsidiaries
      thereunder) not to exceed $195.0 million less the aggregate amount of all
      Net Proceeds of Asset Sales applied by the Company or any of its
      Restricted Subsidiaries since the date of this Indenture to repay any term
      Indebtedness under a Credit Facility; provided that the amount of
      Indebtedness permitted to be incurred pursuant to the Credit Facilities in
      accordance with this clause (1) shall be in addition to any Indebtedness
      permitted to be incurred pursuant to the Credit Facilities in reliance on,
      and in accordance with, clauses (4) and (14) below;

            (2) the incurrence by the Company and its Restricted Subsidiaries of
      the Existing Indebtedness;

            (3) the incurrence by the Company and the Guarantors of Indebtedness
      represented by the Notes and the related Note Guarantees to be issued on
      the date of this Indenture and the Exchange Notes and the related Note
      Guarantees to be issued pursuant to the Registration Rights Agreement;

                                       51
<PAGE>

            (4) the incurrence by the Company or any of its Restricted
      Subsidiaries of Indebtedness represented by Capital Lease Obligations,
      mortgage financings or purchase money obligations, in each case, incurred
      within 360 days of the acquisition or completion of construction or
      installation for the purpose of financing all or any part of the purchase
      price or cost of design, construction, installation or improvement of
      property, plant or equipment used in the business of the Company or any of
      its Restricted Subsidiaries, or Attributable Debt relating to a sale and
      leaseback transaction, in an aggregate principal amount, including all
      Permitted Refinancing Indebtedness incurred to renew, refund, refinance,
      replace, defease or discharge any Indebtedness incurred pursuant to this
      clause (4), not to exceed $15.0 million at any time outstanding;

            (5) the incurrence by the Company or any of its Restricted
      Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the
      net proceeds of which are used to renew, refund, refinance, replace,
      defease or discharge any Indebtedness (other than intercompany
      Indebtedness) that was permitted by this Indenture to be incurred under
      Section 4.09(a) or clauses (2), (3), (4), (5) or (14) of this Section
      4.09(b);

            (6) the incurrence by the Company or any of its Restricted
      Subsidiaries of intercompany Indebtedness between or among the Company and
      any of its Restricted Subsidiaries; provided, however, that:

                  (A) if the Company or any Guarantor is the obligor on such
            Indebtedness and the payee is not the Company or a Guarantor, such
            Indebtedness must be expressly subordinated to the prior payment in
            full in cash of all Obligations then due with respect to the Notes,
            in the case of the Company, or the Note Guarantee, in the case of a
            Guarantor; and

                  (B) (1) any subsequent issuance or transfer of Equity
            Interests that results in any such Indebtedness being held by a
            Person other than the Company or a Restricted Subsidiary of the
            Company and (2) any sale or other transfer of any such Indebtedness
            to a Person that is not either the Company or a Restricted
            Subsidiary of the Company, will be deemed, in each case, to
            constitute an incurrence of such Indebtedness by the Company or such
            Restricted Subsidiary, as the case may be, that was not permitted by
            this clause (6);

            (7) the issuance by any of the Company's Restricted Subsidiaries to
      the Company or to any of its Restricted Subsidiaries of shares of
      preferred stock; provided, however, that:

                  (A) any subsequent issuance or transfer of Equity Interests
            that results in any such preferred stock being held by a Person
            other than the Company or a Restricted Subsidiary of the Company;
            and

                  (B) any sale or other transfer of any such preferred stock to
            a Person that is not either the Company or a Restricted Subsidiary
            of the Company,

      will be deemed, in each case, to constitute an issuance of such preferred
      stock by such Restricted Subsidiary that was not permitted by this clause
      (7);

            (8) the incurrence by the Company or any of its Restricted
      Subsidiaries of Hedging Obligations in the ordinary course of business;

                                       52
<PAGE>


            (9) the guarantee by the Company or any of the Guarantors of
      Indebtedness of the Company or a Restricted Subsidiary of the Company that
      was permitted to be incurred by another provision of this Section 4.09;
      provided that if the Indebtedness being guaranteed is subordinated to or
      pari passu with the Notes, then the guarantee shall be subordinated or
      pari passu, as applicable, to the same extent as the Indebtedness
      guaranteed;

            (10) the incurrence by the Company or any of its Restricted
      Subsidiaries of Indebtedness in respect of workers' compensation claims,
      self-insurance obligations, bankers' acceptances, performance and surety
      bonds in the ordinary course of business;

            (11) Indebtedness arising from agreements of the Company or a
      Restricted Subsidiary of the Company providing for indemnification,
      adjustment of purchase price, earn-out or other similar obligations, in
      each case, incurred or assumed in connection with the disposition of any
      business, assets or a Restricted Subsidiary of the Company, other than
      guarantees of Indebtedness incurred by any Person acquiring all or any
      portion of such business, assets or Restricted Subsidiary for the purpose
      of financing such acquisition; provided that the maximum assumable
      liability in respect of all such Indebtedness shall at no time exceed the
      gross proceeds actually received by the Company and its Restated
      Subsidiaries in connection with such disposition;

            (12) Indebtedness of the Company's Foreign Subsidiaries in an
      aggregate principal amount not to exceed $5.0 million at any time
      outstanding;

            (13) the incurrence by the Company or any of its Restricted
      Subsidiaries of Indebtedness arising from the honoring by a bank or other
      financial institution of a check, draft or similar instrument
      inadvertently drawn against insufficient funds, so long as such
      Indebtedness is covered within five business days; and

            (14) the incurrence by the Company or any of its Restricted
      Subsidiaries of additional Indebtedness (which additional Indebtedness may
      be incurred under the Credit Agreement) in an aggregate principal amount
      (or accreted value, as applicable) at any time outstanding, including all
      Permitted Refinancing Indebtedness incurred to renew, refund, refinance,
      replace, defease or discharge any Indebtedness incurred pursuant to this
      clause (14), not to exceed $15.0 million.

      For purposes of determining compliance with this Section 4.09, in the
event that an item of proposed Indebtedness meets the criteria of more than one
of the categories of Permitted Debt described in clauses (1) through (14) above,
or is entitled to be incurred pursuant to Section 4.09(a) hereof, the Company
will be permitted to classify such item of Indebtedness on the date of its
incurrence, or later reclassify all or a portion of such item of Indebtedness,
in any manner that complies with this Section 4.09. Indebtedness under Credit
Facilities outstanding on the date on which Notes are first issued and
authenticated under this Indenture will initially be deemed to have been
incurred on such date in reliance on the exception provided by clause (1) of the
definition of Permitted Debt.

      The accrual of interest, the accretion or amortization of original issue
discount, the payment of interest on any Indebtedness in the form of additional
Indebtedness with the same terms, the reclassification of preferred stock as
Indebtedness due to a change in accounting principles, and the payment of
dividends on Disqualified Stock in the form of additional shares of the same
class of Disqualified Stock will not be deemed to be an incurrence of
Indebtedness or an issuance of Disqualified Stock for purposes of this Section
4.09; provided, in each such case, that the amount of any such accrual,
accretion or payment is included in Fixed Charges of the Company as accrued.
Notwithstanding any other provision of this Section 4.09, the maximum amount of
Indebtedness that the Company or any

                                       53
<PAGE>

Restricted Subsidiary may incur pursuant to this Section 4.09 shall not be
deemed to be exceeded solely as a result of fluctuations in exchange rates or
currency values.

            The amount of any Indebtedness outstanding as of any date will be:

            (1) the accreted value of the Indebtedness, in the case of any
Indebtedness issued with original issue discount;

            (2) the principal amount of the Indebtedness, in the case of any
other Indebtedness; and

            (3) in respect of Indebtedness of another Person secured by a Lien
on the assets of the specified Person, the lesser of:

                  (A) the Fair Market Value of such assets at the date of
            determination; and

                  (B) the amount of the Indebtedness of the other Person.

Section 4.10 Asset Sales.

      The Company will not, and will not permit any of its Restricted
Subsidiaries to, consummate an Asset Sale unless:

            (1) the Company (or the Restricted Subsidiary, as the case may be)
      receives consideration at the time of the Asset Sale at least equal to the
      Fair Market Value of the assets or Equity Interests issued or sold or
      otherwise disposed of; and

            (2) at least 75% of the consideration received in the Asset Sale by
      the Company or such Restricted Subsidiary is in the form of cash. For
      purposes of this provision, each of the following shall be deemed to be
      cash:

                  (A) Cash Equivalents;

                  (B) any liabilities, as shown on the Company's most recent
            consolidated balance sheet, of the Company or any Restricted
            Subsidiary (other than contingent liabilities and liabilities that
            are by their terms subordinated to the Notes or any Note Guarantee)
            that are assumed by the transferee of any such assets pursuant to a
            customary novation agreement that releases the Company or such
            Restricted Subsidiary from further liability;

                  (C) any securities, notes or other obligations received by the
            Company or any such Restricted Subsidiary from such transferee that
            are, within 90 days of the Asset Sale, converted by the Company or
            such Restricted Subsidiary into cash or Cash Equivalents, to the
            extent of the cash or Cash Equivalents received in that conversion;
            and

                  (D) any stock or assets of the kind referred to in clauses (2)
            or (4) of the next paragraph of this Section 4.10.

      Within 360 days after the receipt of any Net Proceeds from an Asset Sale,
the Company (or the applicable Restricted Subsidiary, as the case may be) may
apply such Net Proceeds at its option:

            (1) to repay Senior Debt;

                                       54
<PAGE>

            (2) to acquire all or substantially all of the assets of, or any
      Capital Stock of, another Permitted Business, if, after giving effect to
      any such acquisition of Capital Stock, the Permitted Business is or
      becomes a Restricted Subsidiary of the Company;

            (3) to make a capital expenditure; or

            (4) to acquire other assets that are not classified as current
      assets under GAAP and that are used or useful in a Permitted Business.

      Pending the final application of any Net Proceeds, the Company may
temporarily reduce revolving credit borrowings or otherwise invest the Net
Proceeds in any manner that is not prohibited by this Indenture.

      Any Net Proceeds from Asset Sales that are not applied or invested as
provided in the second paragraph of this Section 4.10 will constitute "Excess
Proceeds." When the aggregate amount of Excess Proceeds exceeds $15.0 million,
within 15 days thereof, the Company will make an Asset Sale Offer to all Holders
of Notes and all holders of other Indebtedness that is pari passu with the Notes
containing provisions similar to those set forth in this Indenture with respect
to offers to purchase or redeem with the proceeds of sales of assets in
accordance with Section 3.09 hereof to purchase the maximum principal amount of
Notes and such other pari passu Indebtedness that may be purchased out of the
Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100%
of the principal amount plus accrued and unpaid interest and Special Interest,
if any, to the date of purchase, and will be payable in cash. If any Excess
Proceeds remain after consummation of an Asset Sale Offer, the Company may use
those Excess Proceeds for any purpose not otherwise prohibited by this
Indenture. If the aggregate principal amount of Notes and other pari passu
Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess
Proceeds, the Trustee shall select the Notes and such other pari passu
Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset
Sale Offer, the amount of Excess Proceeds will be reset at zero.

      The Company will comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with each
repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the
provisions of any securities laws or regulations conflict with the provisions of
Section 3.09 hereof or this Section 4.10, the Company will comply with the
applicable securities laws and regulations and will not be deemed to have
breached its obligations under Section 3.09 hereof or this Section 4.10 by
virtue of such compliance.

Section 4.11 Transactions with Affiliates.

      (a) The Company will not, and will not permit any of its Restricted
Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise
dispose of any of its properties or assets to, or purchase any property or
assets from, or enter into or make or amend any transaction, contract,
agreement, understanding, loan, advance or guarantee with, or for the benefit
of, any Affiliate of the Company (each an "Affiliate Transaction"), unless:

            (1) the Affiliate Transaction is on terms that are no less favorable
      to the Company or the relevant Restricted Subsidiary than those that would
      have been obtained in a comparable transaction by the Company or such
      Restricted Subsidiary with an unrelated Person; and

            (2) the Company delivers to the Trustee:

                                       55
<PAGE>

                  (A) with respect to any Affiliate Transaction or series of
            related Affiliate Transactions involving aggregate consideration in
            excess of $3.0 million, a resolution of the Board of Directors of
            the Company set forth in an Officers' Certificate certifying that
            such Affiliate Transaction complies with clause (1) of this Section
            4.11(a) and that such Affiliate Transaction has been approved by a
            majority of the disinterested members of the Board of Directors of
            the Company; and

                  (B) with respect to any Affiliate Transaction or series of
            related Affiliate Transactions involving aggregate consideration in
            excess of $10.0 million, an opinion as to the fairness to the
            Company or such Subsidiary of such Affiliate Transaction from a
            financial point of view issued by an accounting, appraisal or
            investment banking firm of national standing.

      (b) The following items will not be deemed to be Affiliate Transactions
and, therefore, will not be subject to the provisions of Section 4.11(a) hereof:

            (1) any employment agreement, employee benefit plan, officer or
      director indemnification agreement or any similar arrangement entered into
      by the Company or any of its Restricted Subsidiaries in the ordinary
      course of business and payments pursuant thereto;

            (2) transactions between or among the Company and/or its Restricted
      Subsidiaries;

            (3) transactions with a Person (other than an Unrestricted
      Subsidiary of the Company) that is an Affiliate of the Company solely
      because the Company owns, directly or through a Restricted Subsidiary, an
      Equity Interest in, or controls, such Person;

            (4) payment of reasonable directors' fees to Persons who are not
      otherwise Affiliates of the Company;

            (5) any issuance of Equity Interests (other than Disqualified Stock)
      of the Company to Affiliates of the Company and the granting of
      registration rights in connection therewith;

            (6) Restricted Payments that do not violate Section 4.07 hereof;

            (7) Permitted Investments;

            (8) any transaction pursuant to any agreement in existence on the
      date of this Indenture or any amendment or replacement thereof that, taken
      in its entirety, is no less favorable to the Company than the agreement as
      in effect on the date of this Indenture;

            (9) the payment of indemnities provided for by the Company's
      charter, by-laws and written agreements and reasonable fees to directors
      of the Company, Parent and the Restricted Subsidiaries who are not
      employees of the Company, Parent or the Restricted Subsidiaries; and

            (10) loans or advances to employees of the Company and its
      Restricted Subsidiaries in the ordinary course of business not to exceed
      $500,000 in the aggregate at any one time outstanding.

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Section 4.12 Liens.

      The Company will not, and will not permit any of its Restricted
Subsidiaries to, create, incur, assume or otherwise cause or suffer to exist or
become effective any Lien of any kind (other than Permitted Liens) securing
Indebtedness, Attributable Debt or trade payables upon any of their property or
assets, now owned or hereafter acquired, unless all payments due under this
Indenture and the Notes are secured on an equal and ratable basis with the
obligations so secured until such time as such obligations are no longer secured
by a Lien; provided that if such Indebtedness is by its terms expressly
subordinated to the Notes or any Note Guarantee, the Lien securing such
Indebtedness shall be subordinate and junior to the Lien securing the Notes and
the Note Guarantees with the same relative priority as such subordinate or
junior Indebtedness shall have with respect to the Notes and the Note
Guarantees.

Section 4.13 Business Activities.

      The Company will not, and will not permit any of its Restricted
Subsidiaries to, engage in any business other than Permitted Businesses, except
to such extent as would not be material to the Company and its Restricted
Subsidiaries taken as a whole.

Section 4.14 Corporate Existence.

      Subject to Article 5 hereof, the Company shall do or cause to be done all
things necessary to preserve and keep in full force and effect:

            (1) its corporate existence, and the corporate, partnership or other
      existence of each of its Subsidiaries, in accordance with the respective
      organizational documents (as the same may be amended from time to time) of
      the Company or any such Subsidiary; and

            (2) the rights (charter and statutory), licenses and franchises of
      the Company and its Subsidiaries;

provided, however, that the Company shall not be required to preserve any such
right, license or franchise, or the corporate, partnership or other existence of
any of its Subsidiaries, if the Board of Directors shall determine that (a) the
preservation thereof is no longer desirable in the conduct of the business of
the Company and its Subsidiaries, taken as a whole, and (b) the loss thereof is
not adverse in any material respect to the Holders of the Notes.

Section 4.15 Offer to Repurchase Upon Change of Control.

      (a) Upon the occurrence of a Change of Control, the Company will make an
offer (a "Change of Control Offer") to each Holder to repurchase all or any part
(equal to $1,000 or an integral multiple of $1,000) of that Holder's Notes at a
purchase price in cash equal to 101% of the aggregate principal amount of Notes
repurchased plus accrued and unpaid interest and Special Interest, if any, on
the Notes repurchased to the date of purchase, subject to the rights of Holders
on the relevant record date to receive interest due on the relevant interest
payment date (the "Change of Control Payment"). Within 30 days following any
Change of Control, the Company will mail a notice to each Holder describing the
transaction or transactions that constitute the Change of Control and stating:

            (1) that the Change of Control Offer is being made pursuant to this
      Section 4.15 and that all Notes tendered will be accepted for payment;

            (2) the purchase price and the purchase date, which shall be no
      earlier than 30 days and no later than 60 days from the date such notice
      is mailed (the "Change of Control Payment Date");

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<PAGE>

            (3) that any Note not tendered will continue to accrue interest;

            (4) that, unless the Company defaults in the payment of the Change
      of Control Payment, all Notes accepted for payment pursuant to the Change
      of Control Offer will cease to accrue interest after the Change of Control
      Payment Date;

            (5) that Holders electing to have any Notes purchased pursuant to a
      Change of Control Offer will be required to surrender the Notes, with the
      form entitled "Option of Holder to Elect Purchase" attached to the Notes
      completed, or transfer by book-entry transfer, to the Paying Agent at the
      address specified in the notice prior to the close of business on the
      third Business Day preceding the Change of Control Payment Date;

            (6) that Holders will be entitled to withdraw their election if the
      Paying Agent receives, not later than the close of business on the second
      Business Day preceding the Change of Control Payment Date, a telegram,
      telex, facsimile transmission or letter setting forth the name of the
      Holder, the principal amount of Notes delivered for purchase, and a
      statement that such Holder is withdrawing his election to have the Notes
      purchased; and

            (7) that Holders whose Notes are being purchased only in part will
      be issued new Notes equal in principal amount to the unpurchased portion
      of the Notes surrendered, which unpurchased portion must be equal to
      $1,000 in principal amount or an integral multiple thereof.

      The Company will comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent those laws and regulations are applicable in connection with the
repurchase of the Notes as a result of a Change in Control. To the extent that
the provisions of any securities laws or regulations conflict with the
provisions of this Section 4.15, the Company will comply with the applicable
securities laws and regulations and will not be deemed to have breached its
obligations under this Section 4.15 by virtue of such compliance.

      (b) On the Change of Control Payment Date, the Company will, to the extent
lawful:

            (1) accept for payment all Notes or portions of Notes properly
      tendered pursuant to the Change of Control Offer;

            (2) deposit with the Paying Agent an amount equal to the Change of
      Control Payment in respect of all Notes or portions of Notes properly
      tendered; and

            (3) deliver or cause to be delivered to the Trustee the Notes
      properly accepted together with an Officers' Certificate stating the
      aggregate principal amount of Notes or portions of Notes being purchased
      by the Company.

      The Paying Agent will promptly mail (but in any case not later than five
days after the Change of Control Payment Date) to each Holder of Notes properly
tendered the Change of Control Payment for such Notes, and the Trustee will
promptly authenticate and mail (or cause to be transferred by book entry) to
each Holder a new Note equal in principal amount to any unpurchased portion of
the Notes surrendered, if any. The Company will publicly announce the results of
the Change of Control Offer on or as soon as practicable after the Change of
Control Payment Date.

      Prior to complying with any of the provisions of this Section 4.15, but in
any event within 90 days following a Change of Control, the Company will either
repay all outstanding Senior Debt or obtain

                                       58
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the requisite consents, if any, under all agreements governing outstanding
Senior Debt to permit the repurchase of Notes required by this Section 4.15.

      (c) Notwithstanding anything to the contrary in this Section 4.15, the
Company will not be required to make a Change of Control Offer upon a Change of
Control if (1) a third party makes the Change of Control Offer in the manner, at
the times and otherwise in compliance with the requirements set forth in this
Section 4.15 and purchases all Notes properly tendered and not withdrawn under
the Change of Control Offer, or (2) notice of redemption has been given pursuant
to Section 3.07 hereof, unless and until there is a default in payment of the
applicable redemption price.

Section 4.16 No Layering of Debt

      The Company will not incur, create, issue, assume, guarantee or otherwise
become liable for any Indebtedness that is contractually subordinate or junior
in right of payment to any Senior Debt of the Company and senior in right of
payment to the Notes. No Guarantor will incur, create, issue, assume, guarantee
or otherwise become liable for any Indebtedness that is contractually
subordinate or junior in right of payment to the Senior Debt of such Guarantor
and senior in right of payment to such Guarantor's Note Guarantee. No such
Indebtedness will be considered to be senior by virtue of being secured on a
first or junior priority basis. For purposes of the foregoing, no Indebtedness
will be deemed to be contractually subordinated in right of payment or junior in
respect to any other Indebtedness of the Company or a Guarantor solely by virtue
of being unsecured or by virtue of the fact that the holders of secured
Indebtedness have entered into intercreditor agreements giving one or more of
such holders priority over the other holders in the collateral held by them.

Section 4.17 Limitation on Sale and Leaseback Transactions

      The Company will not, and will not permit any of its Restricted
Subsidiaries to, enter into any sale and leaseback transaction; provided that
the Company or any Restricted Subsidiary of the Company may enter into a sale
and leaseback transaction if:

            (1) the Company or that Restricted Subsidiary, as applicable, could
      have (a) incurred Indebtedness in an amount equal to the Attributable Debt
      relating to such sale and leaseback transaction under (i) the Fixed Charge
      Coverage Ratio test in Section 4.09(a) hereof or (ii) clauses (4) or (14)
      of Section 4.09(b) hereof and (b) incurred a Lien to secure such
      Indebtedness pursuant to the provisions of Section 4.12 hereof;

            (2) the gross cash proceeds of that sale and leaseback transaction
      are at least equal to the Fair Market Value, as determined in good faith
      by the Board of Directors of the Company and set forth in an Officers'
      Certificate delivered to the Trustee, of the property that is the subject
      of that sale and leaseback transaction; and

            (3) (a) the transfer of assets in that sale and leaseback
      transaction is permitted by, and the Company applies the proceeds of such
      transaction in compliance with, Section 4.10 hereof or (b) the proceeds
      are applied to refinance debt incurred to acquire the asset subject to
      such sale and leaseback transaction.

Section 4.18 Payments for Consent.

      The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, pay or cause to be paid any
consideration to or for the benefit of any Holder of Notes for or as an
inducement to any consent, waiver or amendment of any of the terms or provisions
of this Indenture or

                                       59
<PAGE>

the Notes unless such consideration is offered to be paid and is paid to all
Holders of the Notes that consent, waive or agree to amend in the time frame set
forth in the solicitation documents relating to such consent, waiver or
agreement.

Section 4.19 Additional Note Guarantees.

      If the Company or any of its Restricted Subsidiaries acquires or creates
another Domestic Subsidiary after the date of this Indenture and such Domestic
Subsidiary guarantees or otherwise provides direct credit support for any
Indebtedness of the Company or any Restricted Subsidiary, then that newly
acquired or created Domestic Subsidiary will become a Guarantor and execute a
supplemental indenture and deliver an Officers' Certificate and an opinion of
counsel satisfactory to the Trustee within 10 business days of the date on which
it was acquired, created or provided such direct credit support; provided that
any Domestic Subsidiary that constitutes an Immaterial Subsidiary need not
become a Guarantor until such time as it ceases to be an Immaterial Subsidiary.
The form of such Note Guarantee is attached as Exhibit E hereto.

Section 4.20 Designation of Restricted and Unrestricted Subsidiaries.

      The Board of Directors of the Company may designate any Restricted
Subsidiary to be an Unrestricted Subsidiary if that designation would not cause
a Default. If a Restricted Subsidiary is designated as an Unrestricted
Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned
by the Company and its Restricted Subsidiaries in the Subsidiary designated as
Unrestricted will be deemed to be an Investment made as of the time of the
designation and will be treated as a Restricted Payment under Section 4.07
hereof or a Permitted Investment under one or more clauses of the definition of
Permitted Investments, as determined by the Company. That designation will only
be permitted if the Investment would be permitted at that time and if the
Restricted Subsidiary otherwise meets the definition of an Unrestricted
Subsidiary. The Board of Directors of the Company may redesignate any
Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation
would not cause a Default.

      Any designation of a Subsidiary of the Company as an Unrestricted
Subsidiary will be evidenced to the Trustee by filing with the Trustee a
certified copy of a resolution of the Board of Directors giving effect to such
designation and an Officers' Certificate certifying that such designation
complied with the preceding conditions and was permitted by Section 4.07 hereof.
If, at any time, any Unrestricted Subsidiary would fail to meet the preceding
requirements as an Unrestricted Subsidiary, it will thereafter cease to be an
Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of
such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the
Company as of such date and, if such Indebtedness is not permitted to be
incurred as of such date under Section 4.09 hereof, the Company will be in
default of such covenant.

      The Board of Directors of the Company may at any time designate any
Unrestricted Subsidiary to be a Restricted Subsidiary of the Company; provided
that such designation will be deemed to be an incurrence of Indebtedness by a
Restricted Subsidiary of the Company of any outstanding Indebtedness of such
Unrestricted Subsidiary and such designation will only be permitted if (1) such
Indebtedness is permitted under Section 4.09 hereof, calculated on a pro forma
basis as if such designation had occurred at the beginning of the four-quarter
reference period; and (2) no Default or Event of Default would be in existence
following such designation.

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                                   ARTICLE 5
                                   SUCCESSORS

Section 5.01 Merger, Consolidation, or Sale of Assets.

      The Company shall not, directly or indirectly: (i) consolidate or merge
with or into another Person (whether or not the Company is the surviving
corporation); or (2) sell, assign, transfer, convey or otherwise dispose of all
or substantially all of the properties or assets of the Company and its
Restricted Subsidiaries taken as a whole, in one or more related transactions,
to another Person, unless:

            (1) either:

                  (A) the Company is the surviving corporation; or

                  (B) the Person formed by or surviving any such consolidation
            or merger (if other than the Company) or to which such sale,
            assignment, transfer, conveyance or other disposition has been made
            is a corporation, limited liability company or limited partnership
            organized or existing under the laws of the United States, any state
            of the United States or the District of Columbia (provided that if
            such Person is not a corporation, such Person shall be required to
            cause a subsidiary of such Person that is a corporation to be a
            co-obligor under the Notes);

            (2) the Person formed by or surviving any such consolidation or
      merger (if other than the Company) or the Person to which such sale,
      assignment, transfer, conveyance or other disposition has been made
      assumes all the obligations of the Company under the Notes, this Indenture
      and the Registration Rights Agreement pursuant to agreements reasonably
      satisfactory to the Trustee;

            (3) immediately after such transaction, no Default or Event of
      Default exists; and

            (4) the Company or the Person formed by or surviving any such
      consolidation or merger (if other than the Company), or to which such
      sale, assignment, transfer, conveyance or other disposition has been made,
      on the date of such transaction after giving pro forma effect thereto and
      any related financing transactions as if the same had occurred at the
      beginning of the applicable four-quarter period, either:

                  (A) would be permitted to incur at least $1.00 of additional
            Indebtedness pursuant to the Fixed Charge Coverage Ratio test set
            forth in Section 4.09(a) hereof; or

                  (B) would have a Fixed Charge Coverage Ratio greater than the
            Fixed Charge Coverage Ratio of the Company prior to such
            transaction.

      In addition, the Company will not, directly or indirectly, lease all or
substantially all of the properties and assets of it and its Restricted
Subsidiaries taken as a whole, in one or more related transactions, to any other
Person.

      This Section 5.01 will not apply to:

            (1) a merger of the Company with an Affiliate solely for the purpose
      of reincorporating the Company in another jurisdiction; or

            (2) any consolidation or merger, or any sale, assignment, transfer,
      conveyance, lease or other disposition of assets between or among the
      Company and its Restricted Subsidiaries.

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<PAGE>

Section 5.02 Successor Corporation Substituted.

      Upon any consolidation or merger, or any sale, assignment, transfer,
lease, conveyance or other disposition of all or substantially all of the
properties or assets of the Company in a transaction that is subject to, and
that complies with the provisions of, Section 5.01 hereof, the successor Person
formed by such consolidation or into or with which the Company is merged or to
which such sale, assignment, transfer, lease, conveyance or other disposition is
made shall succeed to, and be substituted for (so that from and after the date
of such consolidation, merger, sale, assignment, transfer, lease, conveyance or
other disposition, the provisions of this Indenture referring to the "Company"
shall refer instead to the successor Person and not to the Company), and may
exercise every right and power of the Company under this Indenture with the same
effect as if such successor Person had been named as the Company herein;
provided, however, that the predecessor Company shall not be relieved from the
obligation to pay the principal of and interest on the Notes except in the case
of a sale, assignment, transfer, conveyance or other disposition of all of the
Company's assets in a transaction that is subject to, and that complies with the
provisions of, Section 5.01 hereof.

                                   ARTICLE 6
                              DEFAULTS AND REMEDIES

Section 6.01 Events of Default.

      Each of the following is an "Event of Default":

            (1) default for 30 days in the payment when due of interest on, or
      Special Interest, if any, with respect to, the Notes, whether or not
      prohibited by the subordination provisions of this Indenture;

            (2) default in the payment when due (at maturity, upon redemption or
      otherwise) of the principal of, or premium, if any, on, the Notes, whether
      or not prohibited by the subordination provisions of this Indenture;

            (3) failure by the Company or any of its Restricted Subsidiaries to
      comply with the provisions of Sections 4.10, 4.15 or 5.01 hereof;

            (4) failure by the Company or any of its Restricted Subsidiaries for
      60 days after notice to the Company by the Trustee or the Holders of at
      least 25% in aggregate principal amount of the Notes then outstanding
      voting as a single class to comply with any of the other agreements in
      this Indenture;

            (5) default under any mortgage, indenture or instrument under which
      there may be issued or by which there may be secured or evidenced any
      Indebtedness for money borrowed by the Company or any of its Restricted
      Subsidiaries (or the payment of which is guaranteed by the Company or any
      of its Restricted Subsidiaries), whether such Indebtedness or Guarantee
      now exists, or is created after the date of this Indenture, if that
      default:

                  (A) is caused by a failure to pay any such Indebtedness at its
            stated final maturity (a "Payment Default"); or

                  (B) results in the acceleration of such Indebtedness prior to
            its stated final maturity,

            and, in each case, the principal amount of any such Indebtedness,
            together with the principal amount of any other such Indebtedness
            under which there has been a Payment

                                       62
<PAGE>

            Default or the maturity of which has been so accelerated, aggregates
            $10.0 million or more;

            (6) failure by the Company or any of its Restricted Subsidiaries to
      pay final judgments entered by a court or courts of competent jurisdiction
      aggregating in excess of $10.0 million, which judgments are not paid,
      discharged or stayed for a period of 60 days;

            (7) the Company or any of its Restricted Subsidiaries that is a
      Significant Subsidiary or any group of Restricted Subsidiaries of the
      Company that, taken together, would constitute a Significant Subsidiary
      pursuant to or within the meaning of Bankruptcy Law:

                  (A) commences a voluntary case,

                  (B) consents to the entry of an order for relief against it in
            an involuntary case,

                  (C) consents to the appointment of a custodian of it or for
            all or substantially all of its property,

                  (D) makes a general assignment for the benefit of its
            creditors, or

                  (E) generally is not paying its debts as they become due;

            (8) a court of competent jurisdiction enters an order or decree
      under any Bankruptcy Law that:

                  (A) is for relief against the Company or any of its Restricted
            Subsidiaries that is a Significant Subsidiary or any group of
            Restricted Subsidiaries of the Company that, taken together, would
            constitute a Significant Subsidiary in an involuntary case;

                  (B) appoints a custodian of the Company or any of its
            Restricted Subsidiaries that is a Significant Subsidiary or any
            group of Restricted Subsidiaries of the Company that, taken
            together, would constitute a Significant Subsidiary or for all or
            substantially all of the property of the Company or any of its
            Restricted Subsidiaries that is a Significant Subsidiary or any
            group of Restricted Subsidiaries of the Company that, taken
            together, would constitute a Significant Subsidiary; or

                  (C) orders the liquidation of the Company or any of its
            Restricted Subsidiaries that is a Significant Subsidiary or any
            group of Restricted Subsidiaries of the Company that, taken
            together, would constitute a Significant Subsidiary;

            and the order or decree remains unstayed and in effect for 60
            consecutive days; and

            (9) except as permitted by this Indenture, any Note Guarantee is
      held in any judicial proceeding to be unenforceable or invalid or ceases
      for any reason to be in full force and effect, or any Guarantor, or any
      Person acting on behalf of any Guarantor, denies or disaffirms its
      obligations under its Note Guarantee.

Section 6.02 Acceleration.

      In the case of an Event of Default specified in clause (7) or (8) of
Section 6.01 hereof, with respect to the Company, any Restricted Subsidiary of
the Company that is a Significant Subsidiary or any

                                       63
<PAGE>

group of Restricted Subsidiaries of the Company that, taken together, would
constitute a Significant Subsidiary, all outstanding Notes will become due and
payable immediately without further action or notice. If any other Event of
Default occurs and is continuing, the Trustee or the Holders of at least 25% in
aggregate principal amount of the then outstanding Notes may declare all the
Notes to be due and payable immediately; provided that so long as any
Indebtedness permitted to be incurred pursuant to the Credit Agreement is
outstanding, such acceleration will not be effective until the earlier of (1)
the acceleration of such Indebtedness under the Credit Agreement or (2) five
Business Days after receipt by the Company of written notice of such
acceleration.

      Upon any such declaration, the Notes shall become due and payable
immediately.

      The Holders of a majority in aggregate principal amount of the then
outstanding Notes by written notice to the Trustee may, on behalf of all of the
Holders, rescind an acceleration and its consequences, if the rescission would
not conflict with any judgment or decree and if all existing Events of Default
(except nonpayment of principal, interest or premium or Special Interest, if
any, that has become due solely because of the acceleration) have been cured or
waived.

Section 6.03 Other Remedies.

      If an Event of Default occurs and is continuing, the Trustee may pursue
any available remedy to collect the payment of principal, premium and Special
Interest, if any, and interest on the Notes or to enforce the performance of any
provision of the Notes or this Indenture.

      The Trustee may maintain a proceeding even if it does not possess any of
the Notes or does not produce any of them in the proceeding. A delay or omission
by the Trustee or any Holder of a Note in exercising any right or remedy
accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law; provided that there shall be no
duplication of any recovery provided by such remedies.

Section 6.04 Waiver of Past Defaults.

      Holders of not less than a majority in aggregate principal amount of the
then outstanding Notes by notice to the Trustee may, on behalf of the Holders of
all of the Notes, waive an existing Default or Event of Default and its
consequences hereunder, except a continuing Default or Event of Default in the
payment of the principal of, premium and Special Interest, if any, or interest
on, the Notes (including in connection with an offer to purchase); provided,
however, that the Holders of a majority in aggregate principal amount of the
then outstanding Notes may rescind an acceleration and its consequences,
including any related payment default that resulted from such acceleration. Upon
any such waiver, such Default shall cease to exist, and any Event of Default
arising therefrom shall be deemed to have been cured for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other Default or
impair any right consequent thereon.

Section 6.05 Control by Majority.

      Holders of a majority in aggregate principal amount of the then
outstanding Notes may direct the time, method and place of conducting any
proceeding for exercising any remedy available to the Trustee or exercising any
trust or power conferred on it. However, the Trustee may refuse to follow any
direction that conflicts with law or this Indenture that the Trustee determines
may be unduly prejudicial to the rights of other Holders of Notes or that may
involve the Trustee in personal liability.

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Section 6.06 Limitation on Suits.

      A Holder may pursue a remedy with respect to this Indenture or the Notes
only if:

            (1) such Holder gives to the Trustee written notice that an Event of
      Default is continuing;

            (2) Holders of at least 25% in aggregate principal amount of the
      then outstanding Notes make a written request to the Trustee to pursue the
      remedy;

            (3) such Holder or Holders offer the Trustee security or indemnity
      reasonably satisfactory to the Trustee against any loss, liability or
      expense;

            (4) the Trustee does not comply with the request within 60 days
      after receipt of the request and the offer of security or indemnity; and

            (5) during such 60-day period, Holders of a majority in aggregate
      principal amount of the then outstanding Notes do not give the Trustee a
      direction inconsistent with such request.

      A Holder of a Note may not use this Indenture to prejudice the rights of
another Holder of a Note or to obtain a preference or priority over another
Holder of a Note.

Section 6.07 Rights of Holders of Notes to Receive Payment.

      Notwithstanding any other provision of this Indenture, the right of any
Holder of a Note to receive payment of principal, premium and Special Interest,
if any, and interest on the Note, on or after the respective due dates expressed
in the Note (including in connection with an offer to purchase), or to bring
suit for the enforcement of any such payment on or after such respective dates,
shall not be impaired or affected without the consent of such Holder.

Section 6.08 Collection Suit by Trustee.

      If an Event of Default specified in Section 6.01(1) or (2) hereof occurs
and is continuing, the Trustee is authorized to recover judgment in its own name
and as trustee of an express trust against the Company for the whole amount of
principal of, premium and Special Interest, if any, and interest remaining
unpaid on, the Notes and interest on overdue principal and, to the extent
lawful, interest and such further amount as shall be sufficient to cover the
costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.

Section 6.09 Trustee May File Proofs of Claim.

      The Trustee is authorized to file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders of the Notes allowed in any judicial proceedings relative to the Company
(or any other obligor upon the Notes), its creditors or its property and shall
be entitled and empowered to collect, receive and distribute any money or other
property payable or deliverable on any such claims and any custodian in any such
judicial proceeding is hereby authorized by each Holder to make such payments to
the Trustee, and in the event that the Trustee shall consent to the making of
such payments directly to the Holders, to pay to the Trustee any amount due to
it for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07 hereof. To the extent that the payment of any such compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and
any other amounts due the Trustee under Section 7.07 hereof out of the estate in
any such proceeding, shall be denied for any reason, payment of the same shall
be

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secured by a Lien on, and shall be paid out of, any and all distributions,
dividends, money, securities and other properties that the Holders may be
entitled to receive in such proceeding whether in liquidation or under any plan
of reorganization or arrangement or otherwise. Nothing herein contained shall be
deemed to authorize the Trustee to authorize or consent to or accept or adopt on
behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder, or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 6.10 Priorities.

      Subject to Article 10 hereof, if the Trustee collects any money pursuant
to this Article 6, it shall pay out the money in the following order:

            First: to the Trustee, its agents and attorneys for amounts due
      under Section 7.07 hereof, including payment of all compensation, expenses
      and liabilities incurred, and all advances made, by the Trustee and the
      costs and expenses of collection;

            Second: to Holders of Notes for amounts due and unpaid on the Notes
      for principal, premium and Special Interest, if any, and interest,
      ratably, without preference or priority of any kind, according to the
      amounts due and payable on the Notes for principal, premium and Special
      Interest, if any and interest, respectively; and

            Third: to the Company or to such party as a court of competent
      jurisdiction shall direct.

      The Trustee may fix a record date and payment date for any payment to
Holders of Notes pursuant to this Section 6.10.

Section 6.11 Undertaking for Costs.

      In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as a Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in the suit, having due regard to
the merits and good faith of the claims or defenses made by the party litigant.
This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder of
a Note pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in
aggregate principal amount of the then outstanding Notes.

                                    ARTICLE 7
                                     TRUSTEE

Section 7.01 Duties of Trustee.

      (a) If an Event of Default has occurred and is continuing, the Trustee
will exercise such of the rights and powers vested in it by this Indenture, and
use the same degree of care and skill in its exercise, as a prudent person would
exercise or use under the circumstances in the conduct of such person's own
affairs.

      (b) Except during the continuance of an Event of Default:

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            (1) the duties of the Trustee will be determined solely by the
      express provisions of this Indenture and the Trustee need perform only
      those duties that are specifically set forth in this Indenture and no
      others, and no implied covenants or obligations shall be read into this
      Indenture against the Trustee; and

            (2) in the absence of bad faith on its part, the Trustee may
      conclusively rely, as to the truth of the statements and the correctness
      of the opinions expressed therein, upon certificates or opinions furnished
      to the Trustee and conforming to the requirements of this Indenture.
      However, the Trustee will examine the certificates and opinions to
      determine whether or not they conform to the requirements of this
      Indenture.

      (c) The Trustee may not be relieved from liabilities for its own negligent
action, its own negligent failure to act, or its own willful misconduct, except
that:

            (1) this paragraph does not limit the effect of paragraph (b) of
      this Section 7.01;

            (2) the Trustee will not be liable for any error of judgment made in
      good faith by a Responsible Officer, unless it is proved that the Trustee
      was negligent in ascertaining the pertinent facts; and

            (3) the Trustee will not be liable with respect to any action it
      takes or omits to take in good faith in accordance with a direction
      received by it pursuant to Section 6.05 hereof.

      (d) Whether or not therein expressly so provided, every provision of this
Indenture that in any way relates to the Trustee is subject to paragraphs (a),
(b), and (c) of this Section 7.01.

      (e) No provision of this Indenture will require the Trustee to expend or
risk its own funds or incur any liability. The Trustee will be under no
obligation to exercise any of its rights and powers under this Indenture at the
request of any Holder of Notes, unless such Holder has offered to the Trustee
security and indemnity satisfactory to it against any loss, liability or
expense.

      (f) The Trustee will not be liable for interest on any money received by
it except as the Trustee may agree in writing with the Company. Money held in
trust by the Trustee need not be segregated from other funds except to the
extent required by law.

Section 7.02 Rights of Trustee.

      (a) The Trustee may conclusively rely upon any document believed by it to
be genuine and to have been signed or presented by the proper Person. The
Trustee need not investigate any fact or matter stated in the document.

      (b) Before the Trustee acts or refrains from acting, it may require an
Officers' Certificate or an Opinion of Counsel or both. The Trustee will not be
liable for any action it takes or omits to take in good faith in reliance on
such Officers' Certificate or Opinion of Counsel. The Trustee may consult with
counsel of its selection and the advice of such counsel or any Opinion of
Counsel will be full and complete authorization and protection from liability in
respect of any action taken, suffered or omitted by it hereunder in good faith
and in reliance thereon.

      (c) The Trustee may act through its attorneys and agents and will not be
responsible for the misconduct or negligence of any agent appointed with due
care.

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      (d) The Trustee will not be liable for any action it takes or omits to
take in good faith that it believes to be authorized or within the rights or
powers conferred upon it by this Indenture.

      (e) Unless otherwise specifically provided in this Indenture, any demand,
request, direction or notice from the Company will be sufficient if signed by an
Officer of the Company.

      (f) The Trustee will be under no obligation to exercise any of the rights
or powers vested in it by this Indenture at the request or direction of any of
the Holders unless such Holders have offered to the Trustee reasonable indemnity
or security against the losses, liabilities and expenses that might be incurred
by it in compliance with such request or direction.

      (g) In no event shall the Trustee be responsible or liable for special,
indirect, or consequential loss or damage of any kind whatsoever (including, but
not limited to, loss of profit) irrespective of whether the Trustee has been
advised of the likelihood of such loss or damage and regardless of the form of
action.

      (h) The Trustee shall not be deemed to have notice of any Default or Event
of Default unless a Responsible Officer of the Trustee has actual knowledge
thereof or unless written notice of any event which is in fact such a default is
received by the Trustee at the Corporate Trust Office of the Trustee, and such
notice references the Notes and this Indenture.

      (i) The rights, privileges, protections, immunities and benefits given to
the Trustee, including, without limitation, its right to be indemnified, are
extended to, and shall be enforceable by, the Trustee in each of its capacities
hereunder, and each agent, custodian and other Person employed to act hereunder.

      (j) The Trustee may request that the Company deliver an Officers'
Certificate setting forth the names of individuals and/or titles of officers
authorized at such time to take specified actions pursuant to this Indenture,
which Officers' Certificate may be signed by any person authorized to sign an
Officers' Certificate, including any person specified as so authorized in any
such certificate previously delivered and not superseded.

Section 7.03 Individual Rights of Trustee.

      The Trustee in its individual or any other capacity may become the owner
or pledgee of Notes and may otherwise deal with the Company or any Affiliate of
the Company with the same rights it would have if it were not Trustee. However,
in the event that the Trustee acquires any conflicting interest it must
eliminate such conflict within 90 days, apply to the SEC for permission to
continue as trustee (if this Indenture has been qualified under the TIA) or
resign. Any Agent may do the same with like rights and duties. The Trustee is
also subject to Sections 7.10 and 7.11 hereof.

Section 7.04 Trustee's Disclaimer.

      The Trustee will not be responsible for and makes no representation as to
the validity or adequacy of this Indenture or the Notes, it shall not be
accountable for the Company's use of the proceeds from the Notes or any money
paid to the Company or upon the Company's direction under any provision of this
Indenture, it will not be responsible for the use or application of any money
received by any Paying Agent other than the Trustee, and it will not be
responsible for any statement or recital herein or any statement in the Notes or
any other document in connection with the sale of the Notes or pursuant to this
Indenture other than its certificate of authentication.

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Section 7.05 Notice of Defaults.

      If a Default or Event of Default occurs and is continuing and if it is
known to the Trustee, the Trustee will mail to Holders of Notes a notice of the
Default or Event of Default within 90 days after it occurs. Except in the case
of a Default or Event of Default in payment of principal of, premium or Special
Interest, if any, or interest on, any Note, the Trustee may withhold the notice
if and so long as a committee of its Responsible Officers in good faith
determines that withholding the notice is in the interests of the Holders of the
Notes.

Section 7.06 Reports by Trustee to Holders of the Notes.

      (a) Within 60 days after each March 15 beginning with the March 15
following the date of this Indenture, and for so long as Notes remain
outstanding, the Trustee will mail to the Holders of the Notes a brief report
dated as of such reporting date that complies with TIA Section 313(a) (but if no
event described in TIA Section 313(a) has occurred within the twelve months
preceding the reporting date, no report need be transmitted). The Trustee also
will comply with TIA Section 313(b)(2). The Trustee will also transmit by mail
all reports as required by TIA Section 313(c).

      (b) A copy of each report at the time of its mailing to the Holders of
Notes will be mailed by the Trustee to the Company and filed by the Trustee with
the SEC and each stock exchange on which the Notes are listed in accordance with
TIA Section 313(d). The Company will promptly notify the Trustee when the Notes
are listed on or delisted from any stock exchange.

Section 7.07 Compensation and Indemnity.

      (a) The Company will pay to the Trustee from time to time such
compensation for its acceptance of this Indenture and services hereunder as
shall be agreed to in writing between the Company and the Trustee. The Trustee's
compensation will not be limited by any law on compensation of a trustee of an
express trust. The Company will reimburse the Trustee promptly upon request for
all reasonable disbursements, advances and expenses incurred or made by it in
addition to the compensation for its services. Such expenses will include the
reasonable compensation, disbursements and expenses of the Trustee's agents and
counsel.

      (b) The Company will indemnify the Trustee against any and all losses,
liabilities, damages, claims or expenses, including taxes (other than those
based upon, measured by or determined by the income of the Trustee), incurred by
it arising out of or in connection with the acceptance or administration of its
duties under this Indenture, including the costs and expenses of enforcing this
Indenture against the Company and the Guarantors (including this Section 7.07)
and defending itself against any claim (whether asserted by the Company, the
Guarantors, any Holder or any other Person) or liability in connection with the
exercise or performance of any of its powers or duties hereunder, except to the
extent any such loss, liability or expense may be attributable to its negligence
or bad faith. The Trustee will notify the Company promptly of any claim for
which it may seek indemnity. Failure by the Trustee to so notify the Company
will not relieve the Company or any of the Guarantors of their obligations
hereunder. The Company or such Guarantor will defend the claim and the Trustee
will cooperate in the defense. The Trustee may have separate counsel and the
Company will pay the reasonable fees and expenses of such counsel. Neither the
Company nor any Guarantor need pay for any settlement made without its consent,
which consent will not be unreasonably withheld.

      (c) The obligations of the Company and the Guarantors under this Section
7.07 will survive the satisfaction and discharge of this Indenture and the
resignation or removal of the Trustee.

      (d) To secure the Company's and the Guarantors' payment obligations in
this Section 7.07, the Trustee will have a Lien prior to the Notes on all money
or property held or collected by the Trustee,

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except that held in trust to pay principal and interest on particular Notes.
Such Lien will survive the satisfaction and discharge of this Indenture.

      (e) When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(7) or (8) hereof occurs, the expenses and the
compensation for the services (including the fees and expenses of its agents and
counsel) are intended to constitute expenses of administration under any
Bankruptcy Law.

      (f) The Trustee will comply with the provisions of TIA Section 313(b)(2)
to the extent applicable.

Section 7.08 Replacement of Trustee.

      (a) A resignation or removal of the Trustee and appointment of a successor
Trustee will become effective only upon the successor Trustee's acceptance of
appointment as provided in this Section 7.08.

      (b) The Trustee may resign in writing at any time and be discharged from
the trust hereby created by so notifying the Company. The Holders of a majority
in aggregate principal amount of the then outstanding Notes may remove the
Trustee by so notifying the Trustee and the Company in writing. The Company may
remove the Trustee if:

            (1) the Trustee fails to comply with Section 7.10 hereof;

            (2) the Trustee is adjudged a bankrupt or an insolvent or an order
      for relief is entered with respect to the Trustee under any Bankruptcy
      Law;

            (3) a custodian or public officer takes charge of the Trustee or its
      property; or

            (4) the Trustee becomes incapable of acting.

      (c) If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Company will promptly appoint a successor
Trustee. Within one year after the successor Trustee takes office, the Holders
of a majority in aggregate principal amount of the then outstanding Notes may
appoint a successor Trustee to replace the successor Trustee appointed by the
Company.

      (d) If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company, or
the Holders of at least 10% in aggregate principal amount of the then
outstanding Notes may petition any court of competent jurisdiction at the
expense of the Company in the case of the Trustee for the appointment of a
successor Trustee.

      (e) If the Trustee, after written request by any Holder who has been a
Holder for at least six months, fails to comply with Section 7.10 hereof, such
Holder may petition any court of competent jurisdiction for the removal of the
Trustee and the appointment of a successor Trustee.

      (f) A successor Trustee will deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon, the
resignation or removal of the retiring Trustee will become effective, and the
successor Trustee will have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee will mail a notice of its succession
to Holders. The retiring Trustee will promptly transfer all property held by it
as Trustee to the successor Trustee; provided all sums owing to the Trustee
hereunder have been paid and subject to the Lien provided for in Section 7.07
hereof. Notwithstanding replacement of the Trustee pursuant to this Section
7.08, the Company's obligations under Section 7.07 hereof will continue for the
benefit of the retiring Trustee.

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Section 7.09 Successor Trustee by Merger, etc.

      If the Trustee consolidates, merges or converts into, or transfers all or
substantially all of its corporate trust business to, another corporation or
banking association, the successor corporation or banking association without
any further act will be the successor Trustee.

Section 7.10 Eligibility; Disqualification.

      There will at all times be a Trustee hereunder that is a corporation
organized and doing business under the laws of the United States of America or
of any state thereof that is authorized under such laws to exercise corporate
trustee power, that is subject to supervision or examination by federal or state
authorities and that has a combined capital and surplus of at least $50.0
million as set forth in its most recent published annual report of condition.

      This Indenture will always have a Trustee who satisfies the requirements
of TIA Section 310(a)(1), (2) and (5). The Trustee is subject to TIA Section
310(b).

Section 7.11 Preferential Collection of Claims Against Company.

      The Trustee is subject to TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated therein.

                                   ARTICLE 8
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance.

      The Company may at any time, at the option of its Board of Directors
evidenced by a resolution set forth in an Officers' Certificate, elect to have
either Section 8.02 or 8.03 hereof be applied to all outstanding Notes and Note
Guarantees upon compliance with the conditions set forth below in this Article
8.

Section 8.02 Legal Defeasance and Discharge.

      Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.02, the Company and each of the Guarantors will,
subject to the satisfaction of the conditions set forth in Section 8.04 hereof,
be deemed to have been discharged from their obligations with respect to all
outstanding Notes (including the Note Guarantees) on the date the conditions set
forth below are satisfied (hereinafter, "Legal Defeasance"). For this purpose,
Legal Defeasance means that the Company and the Guarantors will be deemed to
have paid and discharged the entire Indebtedness represented by the outstanding
Notes (including the Note Guarantees), which will thereafter be deemed to be
"outstanding" only for the purposes of Section 8.05 hereof and the other
Sections of this Indenture referred to in clauses (1) and (2) below, and to have
satisfied all of their other obligations under such Notes, the Note Guarantees
and this Indenture (and the Trustee, on demand of and at the expense of the
Company, shall execute proper instruments acknowledging the same), except for
the following provisions which will survive until otherwise terminated or
discharged hereunder:

            (1) the rights of Holders of outstanding Notes to receive payments
      in respect of the principal of, or interest or premium and Special
      Interest, if any, on, such Notes when such payments are due from the trust
      referred to in Section 8.04 hereof;

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            (2) the Company's obligations with respect to such Notes under
      Article 2 and Section 4.02 hereof;

            (3) the rights, powers, trusts, duties and immunities of the Trustee
      hereunder and the Company's and the Guarantors' obligations in connection
      therewith; and

            (4) this Article 8.

      Subject to compliance with this Article 8, the Company may exercise its
option under this Section 8.02 notwithstanding the prior exercise of its option
under Section 8.03 hereof.

Section 8.03 Covenant Defeasance.

      Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, the Company and each of the Guarantors will,
subject to the satisfaction of the conditions set forth in Section 8.04 hereof,
be released from each of their obligations under the covenants contained in
Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.15, 4.16, 4.17, 4.18, 4.19
and 4.20 hereof and clause (4) of Section 5.01 hereof with respect to the
outstanding Notes on and after the date the conditions set forth in Section 8.04
hereof are satisfied (hereinafter, "Covenant Defeasance"), and the Notes will
thereafter be deemed not "outstanding" for the purposes of any direction,
waiver, consent or declaration or act of Holders (and the consequences of any
thereof) in connection with such covenants, but will continue to be deemed
"outstanding" for all other purposes hereunder (it being understood that such
Notes will not be deemed outstanding for accounting purposes). For this purpose,
Covenant Defeasance means that, with respect to the outstanding Notes and Note
Guarantees, the Company and the Guarantors may omit to comply with and will have
no liability in respect of any term, condition or limitation set forth in any
such covenant, whether directly or indirectly, by reason of any reference
elsewhere herein to any such covenant or by reason of any reference in any such
covenant to any other provision herein or in any other document and such
omission to comply will not constitute a Default or an Event of Default under
Section 6.01 hereof, but, except as specified above, the remainder of this
Indenture and such Notes and Note Guarantees will be unaffected thereby. In
addition, upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, subject to the satisfaction of the conditions
set forth in Section 8.04 hereof, Sections 6.01(3) through 6.01(6) and 6.01(9)
hereof will not constitute Events of Default.

Section 8.04 Conditions to Legal or Covenant Defeasance.

      In order to exercise either Legal Defeasance or Covenant Defeasance under
either Section 8.02 or 8.03 hereof:

            (1) the Company must irrevocably deposit with the Trustee, in trust,
      for the benefit of the Holders, cash in U.S. dollars, non-callable
      Government Securities, or a combination thereof, in such amounts as will
      be sufficient, in the opinion of a nationally recognized investment bank,
      appraisal firm, or firm of independent public accountants, to pay the
      principal of, premium and Special Interest, if any, and interest on, the
      outstanding Notes on the stated date for payment thereof or on the
      applicable redemption date, as the case may be, and the Company must
      specify whether the Notes are being defeased to such stated date for
      payment or to a particular redemption date;

            (2) in the case of an election under Section 8.02 hereof, the
      Company must deliver to the Trustee an Opinion of Counsel reasonably
      acceptable to the Trustee confirming that:

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                  (A) the Company has received from, or there has been published
            by, the Internal Revenue Service a ruling; or

                  (B) since the date of this Indenture, there has been a change
            in the applicable federal income tax law,

            in either case to the effect that, and based thereon such Opinion of
            Counsel shall confirm that, the Holders of the outstanding Notes
            will not recognize income, gain or loss for federal income tax
            purposes as a result of such Legal Defeasance and will be subject to
            federal income tax on the same amounts, in the same manner and at
            the same times as would have been the case if such Legal Defeasance
            had not occurred;

            (3) in the case of an election under Section 8.03 hereof, the
      Company must deliver to the Trustee an Opinion of Counsel reasonably
      acceptable to the Trustee confirming that the Holders of the outstanding
      Notes will not recognize income, gain or loss for federal income tax
      purposes as a result of such Covenant Defeasance and will be subject to
      federal income tax on the same amounts, in the same manner and at the same
      times as would have been the case if such Covenant Defeasance had not
      occurred;

            (4) no Default or Event of Default shall have occurred and be
      continuing on the date of such deposit (other than a Default or Event of
      Default resulting from the borrowing of funds to be applied to such
      deposit) and the deposit will not result in a breach or violation of, or
      constitute a default under, any Credit Facility or other material
      instrument to which the Company or any Guarantor is a party or by which
      the Company or any Guarantor is bound;

            (5) such Legal Defeasance or Covenant Defeasance will not result in
      a breach or violation of, or constitute a default under, any material
      agreement or instrument (other than this Indenture) to which the Company
      or any of its Subsidiaries is a party or by which the Company or any of
      its Subsidiaries is bound;

            (6) the Company must deliver to the Trustee an Officers' Certificate
      stating that the deposit was not made by the Company with the intent of
      defeating, hindering, delaying or defrauding any creditors of the Company
      or others; and

            (7) the Company must deliver to the Trustee an Officers' Certificate
      and an Opinion of Counsel, each stating that all conditions precedent
      relating to the Legal Defeasance or the Covenant Defeasance have been
      complied with.

Section 8.05 Deposited Money and Government Securities to be Held in Trust;
Other Miscellaneous Provisions.

      Subject to Section 8.06 hereof, all money and non-callable Government
Securities (including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 8.05, the
"Trustee") pursuant to Section 8.04 hereof in respect of the outstanding Notes
will be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as Paying Agent) as the
Trustee may determine, to the Holders of such Notes of all sums due and to
become due thereon in respect of principal, premium and Special Interest, if
any, and interest, but such money need not be segregated from other funds except
to the extent required by law.

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      The Company will pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the cash or non-callable Government
Securities deposited pursuant to Section 8.04 hereof or the principal and
interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the outstanding Notes.

      Notwithstanding anything in this Article 8 to the contrary, the Trustee
will deliver or pay to the Company from time to time upon the request of the
Company any money or non-callable Government Securities held by it as provided
in Section 8.04 hereof which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee (which may be the opinion delivered under Section
8.04(1) hereof), are in excess of the amount thereof that would then be required
to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Section 8.06 Repayment to Company.

      Any money deposited with the Trustee or any Paying Agent, or then held by
the Company, in trust for the payment of the principal of, premium or Special
Interest, if any, or interest on, any Note and remaining unclaimed for two years
after such principal, premium or Special Interest, if any, or interest has
become due and payable shall be paid to the Company on its request or (if then
held by the Company) will be discharged from such trust; and the Holder of such
Note will thereafter be permitted to look only to the Company for payment
thereof, and all liability of the Trustee or such Paying Agent with respect to
such trust money, and all liability of the Company as trustee thereof, will
thereupon cease; provided, however, that the Trustee or such Paying Agent,
before being required to make any such repayment, may at the expense of the
Company cause to be published once, in the New York Times and The Wall Street
Journal (national edition), notice that such money remains unclaimed and that,
after a date specified therein, which will not be less than 30 days from the
date of such notification or publication, any unclaimed balance of such money
then remaining will be repaid to the Company.

Section 8.07 Reinstatement.

      If the Trustee or Paying Agent is unable to apply any U.S. dollars or
non-callable Government Securities in accordance with Section 8.02 or 8.03
hereof, as the case may be, by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company's and the Guarantors' obligations under this
Indenture and the Notes and the Note Guarantees will be revived and reinstated
as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until
such time as the Trustee or Paying Agent is permitted to apply all such money in
accordance with Section 8.02 or 8.03 hereof, as the case may be; provided,
however, that, if the Company makes any payment of principal of, premium or
Special Interest, if any, or interest on, any Note following the reinstatement
of its obligations, the Company will be subrogated to the rights of the Holders
of such Notes to receive such payment from the money held by the Trustee or
Paying Agent.

                                   ARTICLE 9
                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01 Without Consent of Holders of Notes.

      Notwithstanding Section 9.02 of this Indenture, the Company, the
Guarantors and the Trustee may amend or supplement this Indenture, the Notes or
the Note Guarantees without the consent of any Holder of Note:

            (1) to cure any ambiguity, defect or inconsistency;

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            (2) to provide for uncertificated Notes in addition to or in place
      of certificated Notes;

            (3) to provide for the assumption of the Company's or a Guarantor's
      obligations to the Holders of the Notes and Note Guarantees by a successor
      to the Company or such Guarantor pursuant to Article 5 or Article 11
      hereof;

            (4) to make any change that would provide any additional rights or
      benefits to the Holders of the Notes or that does not adversely affect the
      legal rights hereunder of any Holder;

            (5) to comply with requirements of the SEC in order to effect or
      maintain the qualification of this Indenture under the TIA;

            (6) to conform the text of this Indenture, the Notes or the Note
      Guarantees to any provision of the "Description of Notes" section of the
      Offering Circular, to the extent that such provision in that "Description
      of Notes" section was intended to be a verbatim recitation of a provision
      of this Indenture, the Notes or the Note Guarantees;

            (7) to provide for the issuance of Additional Notes in accordance
      with the limitations set forth in this Indenture as of the date hereof; or

            (8) to allow any Guarantor to execute a supplemental indenture
      and/or a Note Guarantee with respect to the Notes.

      Upon the request of the Company accompanied by a resolution of its Board
of Directors authorizing the execution of any such amended or supplemental
indenture, and upon receipt by the Trustee of the documents described in Section
7.02 hereof, the Trustee will join with the Company and the Guarantors in the
execution of any amended or supplemental indenture authorized or permitted by
the terms of this Indenture and to make any further appropriate agreements and
stipulations that may be therein contained, but the Trustee will not be
obligated to enter into such amended or supplemental indenture that affects its
own rights, duties or immunities under this Indenture or otherwise.

Section 9.02 With Consent of Holders of Notes.

      Except as provided below in this Section 9.02, the Company and the Trustee
may amend or supplement this Indenture (including, without limitation, Sections
3.09, 4.10 and 4.15 hereof), the Notes and the Note Guarantees with the consent
of the Holders of at least a majority in aggregate principal amount of the then
outstanding Notes (including, without limitation, Additional Notes, if any)
voting as a single class (including, without limitation, consents obtained in
connection with a tender offer or exchange offer for, or purchase of, the
Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or
Event of Default (other than a Default or Event of Default in the payment of the
principal of, premium or Special Interest, if any, or interest on, the Notes,
except a payment default resulting from an acceleration that has been rescinded)
or compliance with any provision of this Indenture, the Notes or the Note
Guarantees may be waived with the consent of the Holders of a majority in
aggregate principal amount of the then outstanding Notes (including, without
limitation, Additional Notes, if any) voting as a single class (including,
without limitation, consents obtained in connection with a tender offer or
exchange offer for, or purchase of, the Notes). Section 2.08 hereof shall
determine which Notes are considered to be "outstanding" for purposes of this
Section 9.02.

      Upon the request of the Company accompanied by a resolution of its Board
of Directors authorizing the execution of any such amended or supplemental
indenture, and upon the filing with the Trustee of evidence satisfactory to the
Trustee of the consent of the Holders of Notes as aforesaid, and

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upon receipt by the Trustee of the documents described in Section 7.02 hereof,
the Trustee will join with the Company and the Guarantors in the execution of
such amended or supplemental indenture unless such amended or supplemental
indenture directly affects the Trustee's own rights, duties or immunities under
this Indenture or otherwise, in which case the Trustee may in its discretion,
but will not be obligated to, enter into such amended or supplemental Indenture.

      It is not be necessary for the consent of the Holders of Notes under this
Section 9.02 to approve the particular form of any proposed amendment,
supplement or waiver, but it is sufficient if such consent approves the
substance thereof.

      After an amendment, supplement or waiver under this Section 9.02 becomes
effective, the Company will mail to the Holders of Notes affected thereby a
notice briefly describing the amendment, supplement or waiver. Any failure of
the Company to mail such notice, or any defect therein, will not, however, in
any way impair or affect the validity of any such amended or supplemental
indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a
majority in aggregate principal amount of the Notes including Additional Notes,
if any, then outstanding voting as a single class may waive compliance in a
particular instance by the Company with any provision of this Indenture or the
Notes or the Note Guarantees. However, without the consent of each Holder
affected, an amendment, supplement or waiver under this Section 9.02 may not
(with respect to any Notes held by a non-consenting Holder):

            (1) reduce the principal amount of Notes whose Holders must consent
      to an amendment, supplement or waiver;

            (2) reduce the principal of or change the fixed maturity of any Note
      or alter or waive any of the provisions with respect to the redemption of
      the Notes (except as provided above with respect to Sections 3.09, 4.10
      and 4.15 hereof);

            (3) reduce the rate of or change the time for payment of interest,
      including default interest, on any Note;

            (4) waive a Default or Event of Default in the payment of principal
      of, or premium or Special Interest, if any, or interest on, the Notes
      (except a rescission of acceleration of the Notes by the Holders of at
      least a majority in aggregate principal amount of the then outstanding
      Notes and a waiver of the payment default that resulted from such
      acceleration);

            (5) make any Note payable in money other than that stated in the
      Notes;

            (6) make any change in the provisions of this Indenture relating to
      waivers of past Defaults or the rights of Holders of Notes to receive
      payments of principal of, or interest or premium or Special Interest, if
      any, on, the Notes;

            (7) waive a redemption payment with respect to any Note (other than
      a payment required by Sections 3.09, 4.10 or 4.15 hereof);

            (8) release any Guarantor from any of its obligations under its Note
      Guarantee or this Indenture, except in accordance with the terms of this
      Indenture; or

            (9) make any change in the preceding amendment and waiver
      provisions.

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Section 9.03 Compliance with TIA.

      Every amendment or supplement to this Indenture or the Notes will be set
forth in a amended or supplemental indenture that complies with the TIA as then
in effect.

Section 9.04 Revocation and Effect of Consents.

      Until an amendment, supplement or waiver becomes effective, a consent to
it by a Holder of a Note is a continuing consent by the Holder of a Note and
every subsequent Holder of a Note or portion of a Note that evidences the same
debt as the consenting Holder's Note, even if notation of the consent is not
made on any Note. However, any such Holder of a Note or subsequent Holder of a
Note may revoke the consent as to its Note if the Trustee receives written
notice of revocation before the date the amendment, supplement or waiver becomes
effective. An amendment, supplement or waiver becomes effective in accordance
with its terms and thereafter binds every Holder.

      The Company may, but shall not be obligated to, fix a record date for the
purpose of determining the Holders entitled to give their consent or take any
other action described above or required or permitted to be taken pursuant to
this Indenture. If a record date is fixed, then notwithstanding the immediately
preceding paragraph, those Persons, who were Holders at such record date (or
their duly designated proxies), and only those Persons, shall be entitled to
give such consent or to revoke any consent previously given or to take any such
action, whether or not such Persons continue to be Holders after such record
date. No such consent shall be valid or effective for more than 120 days after
such record date.

Section 9.05 Notation on or Exchange of Notes.

      The Trustee may place an appropriate notation about an amendment,
supplement or waiver on any Note thereafter authenticated. The Company in
exchange for all Notes may issue and the Trustee shall, upon receipt of an
Authentication Order, authenticate new Notes that reflect the amendment,
supplement or waiver.

      Failure to make the appropriate notation or issue a new Note will not
affect the validity and effect of such amendment, supplement or waiver.

Section 9.06 Trustee to Sign Amendments, etc.

      The Trustee will sign any amended or supplemental indenture authorized
pursuant to this Article 9 if the amendment or supplement does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. The Company
may not sign an amended or supplemental indenture until the Board of Directors
of the Company approves it. In executing any amended or supplemental indenture,
the Trustee will be entitled to receive and (subject to Section 7.01 hereof)
will be fully protected in relying upon, in addition to the documents required
by Section 12.04 hereof, an Officers' Certificate and an Opinion of Counsel
stating that the execution of such amended or supplemental indenture is
authorized or permitted by this Indenture.

                                   ARTICLE 10
                                  SUBORDINATION

Section 10.01 Agreement to Subordinate.

      The Company agrees, and each Holder by accepting a Note agrees, that the
Indebtedness evidenced by the Notes is subordinated in right of payment, to the
extent and in the manner provided in this Article 10, to the prior payment in
full in cash or Cash Equivalents of all Senior Debt (whether

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outstanding on the date hereof or hereafter created, incurred, assumed or
guaranteed), and that the subordination is for the benefit of the holders of
Senior Debt.

Section 10.02 Liquidation; Dissolution; Bankruptcy.

      Upon any distribution to creditors of the Company in a liquidation or
dissolution of the Company or in a bankruptcy, reorganization, insolvency,
receivership or similar proceeding relating to the Company or its property, in
an assignment for the benefit of creditors or any marshaling of the Company's
assets and liabilities Holders of Senior Debt will be entitled to receive
payment in full in cash or Cash Equivalents of all Obligations due in respect of
such Senior Debt (including interest after the commencement of any bankruptcy
proceeding at the rate specified in the applicable Senior Debt whether or not
such interest is an allowed claim in any such proceeding) before the Holders of
Notes will be entitled to receive any payment with respect to the Notes (except
that Holders of Notes may receive and retain Permitted Junior Securities and
payments made from either of the trusts described in Article 8 or Article 12
hereof).

Section 10.03 Default on Designated Senior Debt.

      (a) The Company may not make any payment or distribution to the Trustee or
any Holder in respect of Obligations with respect to the Notes and may not
acquire from the Trustee or any Holder any Notes for cash or property (other
than Permitted Junior Securities and payments made from either of the trusts
described in Article 8 or Article 12 hereof) until all principal and other
Obligations with respect to the Senior Debt have been paid in full in cash or
Cash Equivalents if:

            (1) payment default on Designated Senior Debt occurs and is
      continuing beyond any applicable grace period in the agreement, indenture
      or other document governing such Designated Senior Debt; or

            (2) any other default occurs and is continuing on any series of
      Designated Senior Debt that permits holders of that series of Designated
      Senior Debt to accelerate its maturity and the Trustee receives a notice
      of such default (a "Payment Blockage Notice") from the Company of the
      holders of any Designated Senior Debt. If the Trustee receives any such
      Payment Blockage Notice, no subsequent Payment Blockage Notice will be
      effective for purposes of this Section 10.03 unless and until (A) at least
      360 days have elapsed since the effectiveness of the immediately prior
      Payment Blockage Notice and (B) all scheduled payments of principal,
      premium and Special Interest, if any, and interest on the Notes that have
      come due have been paid in full in cash.

      Notwithstanding the foregoing, the Company may make payment on the Notes
if the Company and the Trustee receive written notice approving such payment
from the holders of any Designated Senior Debt with respect to which either of
the events set forth in clauses (1) and (2) of this Section 10.03(a) has
occurred and is continuing.

      No nonpayment default that existed or was continuing on the date of
delivery of any Payment Blockage Notice to the Trustee may be, or may be made,
the basis for a subsequent Payment Blockage Notice unless such default has been
cured or waived for a period of not less than 180 days.

      (b) The Company may and will resume payments on and distributions in
respect of the Notes and may acquire them upon the earlier of:

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<PAGE>

            (1) in the case of a payment default on Designated Senior Debt, upon
      the date upon which such default is cured or waived, or

            (2) in the case of a nonpayment default on Designated Senior Debt,
      upon the earliest of (a) the date on which such nonpayment default is
      cured or waived, (b) 179 days after the date on which the applicable
      Payment Blockage Notice is received or (c) the date on which the Trustee
      receives notice from the Representative for such Designated Senior Debt
      rescinding the Payment Blockage Notice unless, in the case of clauses (b)
      and (c), the maturity of any Designated Senior Debt has been accelerated,

if this Article 10 otherwise permits the payment, distribution or acquisition at
the time of such payment or acquisition.

Section 10.04 Acceleration of Notes.

      If payment of the Notes is accelerated because of an Event of Default, the
Company will promptly notify holders of Senior Debt of the acceleration.

Section 10.05 When Distribution Must Be Paid Over.

      In the event that the Trustee or any Holder receives any payment of any
Obligations with respect to the Notes (other than Permitted Junior Securities
and payments made from either of the trusts described in Article 8 or Article 12
hereof) at a time when the Trustee or such Holder, as applicable, has actual
knowledge that such payment is prohibited by Section 10.03 hereof, such payment
will be held by the Trustee or such Holder, in trust for the benefit of, and
will be paid forthwith over and delivered, upon written request, to, the holders
of Senior Debt as their interests may appear or their Representative under the
agreement, indenture or other document (if any) pursuant to which Senior Debt
may have been issued, as their respective interests may appear, for application
to the payment of all Obligations with respect to Senior Debt remaining unpaid
to the extent necessary to pay such Obligations in full in accordance with their
terms, after giving effect to any concurrent payment or distribution to or for
the holders of Senior Debt.

      With respect to the holders of Senior Debt, the Trustee undertakes to
perform only those obligations on the part of the Trustee as are specifically
set forth in this Article 10, and no implied covenants or obligations with
respect to the holders of Senior Debt will be read into this Indenture against
the Trustee. The Trustee will not be deemed to owe any fiduciary duty to the
holders of Senior Debt, and will not be liable to any such holders if the
Trustee pays over or distributes to or on behalf of Holders or the Company or
any other Person money or assets to which any holders of Senior Debt are then
entitled by virtue of this Article 10, except if such payment is made as a
result of the willful misconduct or gross negligence of the Trustee.

Section 10.06 Notice by Company.

      The Company will promptly notify the Trustee and the Paying Agent of any
facts known to the Company that would cause a payment of any Obligations with
respect to the Notes to violate this Article 10, but failure to give such notice
will not affect the subordination of the Notes to the Senior Debt as provided in
this Article 10.

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Section 10.07 Subrogation.

      After all Senior Debt is paid in full and until the Notes are paid in
full, Holders of Notes will be subrogated (equally and ratably with all other
Indebtedness pari passu with the Notes) to the rights of holders of Senior Debt
to receive distributions applicable to Senior Debt to the extent that
distributions otherwise payable to the Holders of Notes have been applied to the
payment of Senior Debt. A distribution made under this Article 10 to holders of
Senior Debt that otherwise would have been made to Holders of Notes is not, as
between the Company and Holders, a payment by the Company on the Notes.

Section 10.08 Relative Rights.

      This Article 10 defines the relative rights of Holders of Notes and
holders of Senior Debt. Nothing in this Indenture will:

            (1) impair, as between the Company and Holders of Notes, the
      obligation of the Company, which is absolute and unconditional, to pay
      principal of, premium and interest and Special Interest, if any, on, the
      Notes in accordance with their terms;

            (2) affect the relative rights of Holders of Notes and creditors of
      the Company other than their rights in relation to holders of Senior Debt;
      or

            (3) prevent the Trustee or any Holder of Notes from exercising its
      available remedies upon a Default or Event of Default, subject to the
      rights of holders and owners of Senior Debt to receive distributions and
      payments otherwise payable to Holders of Notes.

      If the Company fails because of this Article 10 to pay principal of,
premium or interest or Special Interest, if any, on, a Note on the due date, the
failure is still a Default or Event of Default.

Section 10.09 Subordination May Not Be Impaired by Company.

      No right of any holder of Senior Debt to enforce the subordination of the
Indebtedness evidenced by the Notes may be impaired by any act or failure to act
by the Company or any Holder or by the failure of the Company or any Holder to
comply with this Indenture.

Section 10.10 Distribution or Notice to Representative.

      Whenever a distribution is to be made or a notice given to holders of
Senior Debt, the distribution may be made and the notice given to their
Representative.

      Upon any payment or distribution of assets of the Company referred to in
this Article 10, the Trustee and the Holders of Notes will be entitled to rely
upon any order or decree made by any court of competent jurisdiction or upon any
certificate of such Representative or of the liquidating trustee or agent or
other Person making any distribution to the Trustee or to the Holders of Notes
for the purpose of ascertaining the Persons entitled to participate in such
distribution, the holders of the Senior Debt and other Indebtedness of the
Company, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article 10.

Section 10.11 Rights of Trustee and Paying Agent.

      Notwithstanding the provisions of this Article 10 or any other provision
of this Indenture, the Trustee will not be charged with knowledge of the
existence of any facts that would prohibit the making of any payment or
distribution by the Trustee, and the Trustee and the Paying Agent may continue
to make payments on the Notes, unless the Trustee has received at its Corporate
Trust Office at least two

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Business Days prior to the date of such payment written notice of facts that
would cause the payment of any Obligations with respect to the Notes to violate
this Article 10. Only the Company or a Representative or the holder of a
majority of the outstanding Designated Senior Debt (or agent thereof) may give
the notice. Nothing in this Article 10 will impair the claims of, or payments
to, the Trustee under or pursuant to Section 7.07 hereof.

      The Trustee in its individual or any other capacity may hold Senior Debt
with the same rights it would have if it were not Trustee. Any Agent may do the
same with like rights.

Section 10.12 Authorization to Effect Subordination.

      Each Holder of Notes, by the Holder's acceptance thereof, authorizes and
directs the Trustee on such Holder's behalf to take such action as may be
necessary or appropriate to effectuate the subordination as provided in this
Article 10, and appoints the Trustee to act as such Holder's attorney-in-fact
for any and all such purposes. If the Trustee does not file a proper proof of
claim or proof of debt in the form required in any proceeding referred to in
Section 6.09 hereof at least 30 days before the expiration of the time to file
such claim, the Representatives are hereby authorized to file an appropriate
claim for and on behalf of the Holders of the Notes.

Section 10.13 Amendments.

      The provisions of this Article 10 may not be amended or modified without
the written consent of the holders of all Senior Debt. In addition, any
amendment to, or waiver of, the provisions of this Article 10 that adversely
affects the rights of the Holders of the Notes will require the consent of the
Holders of at least 75% in aggregate principal amount of Notes then outstanding.

                                   ARTICLE 11
                                 NOTE GUARANTEES

Section 11.01 Guarantee.

      (a) Subject to this Article 11, each of the Guarantors hereby, jointly and
severally, unconditionally guarantees to each Holder of a Note authenticated and
delivered by the Trustee and to the Trustee and its successors and assigns,
irrespective of the validity and enforceability of this Indenture, the Notes or
the obligations of the Company hereunder or thereunder, that:

            (1) the principal of, premium and Special Interest, if any, and
      interest on, the Notes will be promptly paid in full when due, whether at
      maturity, by acceleration, redemption or otherwise, and interest on the
      overdue principal of and interest on the Notes, if any, if lawful, and all
      other obligations of the Company to the Holders or the Trustee hereunder
      or thereunder will be promptly paid in full or performed, all in
      accordance with the terms hereof and thereof; and

            (2) in case of any extension of time of payment or renewal of any
      Notes or any of such other obligations, that same will be promptly paid in
      full when due or performed in accordance with the terms of the extension
      or renewal, whether at stated maturity, by acceleration or otherwise.

      Failing payment when due of any amount so guaranteed or any performance so
guaranteed for whatever reason, the Guarantors will be jointly and severally
obligated to pay the same immediately. Each Guarantor agrees that this is a
guarantee of payment and not a guarantee of collection.

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      (b) The Guarantors hereby agree that their obligations hereunder are
unconditional, irrespective of the validity, regularity or enforceability of the
Notes or this Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder of the Notes with respect to any provisions
hereof or thereof, the recovery of any judgment against the Company, any action
to enforce the same or any other circumstance which might otherwise constitute a
legal or equitable discharge or defense of a guarantor. Each Guarantor hereby
waives diligence, presentment, demand of payment, filing of claims with a court
in the event of insolvency or bankruptcy of the Company, any right to require a
proceeding first against the Company, protest, notice and all demands whatsoever
and covenant that this Note Guarantee will not be discharged except by complete
performance of the obligations contained in the Notes and this Indenture.

      (c) If any Holder or the Trustee is required by any court or otherwise to
return to the Company, the Guarantors or any custodian, trustee, liquidator or
other similar official acting in relation to either the Company or the
Guarantors, any amount paid by either to the Trustee or such Holder, this Note
Guarantee, to the extent theretofore discharged, will be reinstated in full
force and effect.

      (d) Each Guarantor agrees that it will not be entitled to any right of
subrogation in relation to the Holders in respect of any obligations guaranteed
hereby until payment in full of all obligations guaranteed hereby. Each
Guarantor further agrees that, as between the Guarantors, on the one hand, and
the Holders and the Trustee, on the other hand, (1) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Article 6 hereof
for the purposes of this Note Guarantee, notwithstanding any stay, injunction or
other prohibition preventing such acceleration in respect of the obligations
guaranteed hereby, and (2) in the event of any declaration of acceleration of
such obligations as provided in Article 6 hereof, such obligations (whether or
not due and payable) will forthwith become due and payable by the Guarantors for
the purpose of this Note Guarantee. The Guarantors will have the right to seek
contribution from any non-paying Guarantor so long as the exercise of such right
does not impair the rights of the Holders under the Note Guarantee.

Section 11.02 Subordination of Note Guarantee.

      The Obligations of each Guarantor under its Note Guarantee pursuant to
this Article 11 will be junior and subordinated to the Senior Debt of such
Guarantor on the same basis as the Notes are junior and subordinated to Senior
Debt of the Company. For the purposes of the foregoing sentence, the Trustee and
the Holders will have the right to receive and/or retain payments by any of the
Guarantors only at such times as they may receive and/or retain payments in
respect of the Notes pursuant to this Indenture, including Article 10 hereof.

Section 11.03 Limitation on Guarantor Liability.

      Each Guarantor, and by its acceptance of Notes, each Holder, hereby
confirms that it is the intention of all such parties that the Note Guarantee of
such Guarantor not constitute a fraudulent transfer or conveyance for purposes
of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent
Transfer Act or any similar federal or state law to the extent applicable to any
Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders
and the Guarantors hereby irrevocably agree that the obligations of such
Guarantor will be limited to the maximum amount that will, after giving effect
to such maximum amount and all other contingent and fixed liabilities of such
Guarantor that are relevant under such laws, and after giving effect to any
collections from, rights to receive contribution from or payments made by or on
behalf of any other Guarantor in respect of the obligations of such other
Guarantor under this Article 11, result in the obligations of such Guarantor
under its Note Guarantee not constituting a fraudulent transfer or conveyance.

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Section 11.04 Execution and Delivery of Note Guarantee.

      To evidence its Note Guarantee set forth in Section 11.01 hereof, each
Guarantor hereby agrees that a notation of such Note Guarantee substantially in
the form attached as Exhibit E hereto will be endorsed by an Officer of such
Guarantor on each Note authenticated and delivered by the Trustee and that this
Indenture will be executed on behalf of such Guarantor by one of its Officers.

      Each Guarantor hereby agrees that its Note Guarantee set forth in Section
11.01 hereof will remain in full force and effect notwithstanding any failure to
endorse on each Note a notation of such Note Guarantee.

      If an Officer whose signature is on this Indenture or on the Note
Guarantee no longer holds that office at the time the Trustee authenticates the
Note on which a Note Guarantee is endorsed, the Note Guarantee will be valid
nevertheless.

      The delivery of any Note by the Trustee, after the authentication thereof
hereunder, will constitute due delivery of the Note Guarantee set forth in this
Indenture on behalf of the Guarantors.

      In the event that the Company or any of its Restricted Subsidiaries
creates or acquires any Domestic Subsidiary after the date of this Indenture, if
required by Section 4.19 hereof, the Company will cause such Domestic Subsidiary
to comply with the provisions of Section 4.19 hereof and this Article 11, to the
extent applicable.

Section 11.05 Guarantors May Consolidate, etc., on Certain Terms.

      Except as otherwise provided in Section 11.06 hereof, no Guarantor may
sell or otherwise dispose of all or substantially all of its assets to, or
consolidate with or merge with or into (whether or not such Guarantor is the
surviving Person) another Person, other than the Company or another Guarantor,
unless:

            (1) immediately after giving effect to such transaction, no Default
      or Event of Default exists; and

            (2) either:

                  (A) subject to Section 11.06 hereof, the Person acquiring the
            property in any such sale or disposition or the Person formed by or
            surviving any such consolidation or merger unconditionally assumes
            all the obligations of that Guarantor under this Indenture, its Note
            Guarantee and the Registration Rights Agreement on the terms set
            forth herein or therein, pursuant to a supplemental indenture in
            form and substance reasonably satisfactory to the Trustee; or

                  (B) the Net Proceeds of such sale or other disposition are
            applied in accordance with the applicable provisions of this
            Indenture.

      In case of any such consolidation, merger, sale or conveyance and upon the
assumption by the successor Person, by supplemental indenture, executed and
delivered to the Trustee and satisfactory in form to the Trustee, of the Note
Guarantee endorsed upon the Notes and the due and punctual performance of all of
the covenants and conditions of this Indenture to be performed by the Guarantor,
such successor Person will succeed to and be substituted for the Guarantor with
the same effect as if it had been named herein as a Guarantor. Such successor
Person thereupon may cause to be signed any or all of the Note Guarantees to be
endorsed upon all of the Notes issuable hereunder which theretofore shall

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not have been signed by the Company and delivered to the Trustee. All the Note
Guarantees so issued will in all respects have the same legal rank and benefit
under this Indenture as the Note Guarantees theretofore and thereafter issued in
accordance with the terms of this Indenture as though all of such Note
Guarantees had been issued at the date of the execution hereof.

      Except as set forth in Articles 4 and 5 hereof, and notwithstanding
clauses 2(A) and (B) above, nothing contained in this Indenture or in any of the
Notes will prevent any consolidation or merger of a Guarantor with or into the
Company or another Guarantor, or will prevent any sale or conveyance of the
property of a Guarantor as an entirety or substantially as an entirety to the
Company or another Guarantor.

Section 11.06 Releases.

      (a) In the event of any sale or other disposition of all or substantially
all of the assets of any Guarantor, by way of merger, consolidation or
otherwise, or a sale or other disposition of all of the Capital Stock of any
Guarantor, in each case to a Person that is not (either before or after giving
effect to such transactions) the Company or a Restricted Subsidiary of the
Company, then such Guarantor (in the event of a sale or other disposition, by
way of merger, consolidation or otherwise, of all of the Capital Stock of such
Guarantor) or the corporation acquiring the property (in the event of a sale or
other disposition of all or substantially all of the assets of such Guarantor)
will be released and relieved of any obligations under its Note Guarantee;
provided that the Net Proceeds of such sale or other disposition are applied in
accordance with the applicable provisions of this Indenture, including without
limitation the first paragraph of Section 4.10 hereof; provided further that the
failure to apply the Net Proceeds of such sale or other disposition in
accordance with the applicable provisions of this Indenture will constitute an
Event of Default, but will not result in the reinstatement of any Guarantee
released in accordance with the provisions of this Section 11.06. Upon delivery
by the Company to the Trustee of an Officers' Certificate and an Opinion of
Counsel to the effect that such sale or other disposition was made by the
Company in accordance with the provisions of this Indenture, including without
limitation Section 4.10 hereof, the Trustee will execute any documents
reasonably required in order to evidence the release of any Guarantor from its
obligations under its Note Guarantee.

      (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in
accordance with the terms of this Indenture, such Guarantor will be released and
relieved of any obligations under its Note Guarantee.

      (c) Upon Legal Defeasance in accordance with Article 8 hereof or
satisfaction and discharge of this Indenture in accordance with Article 12
hereof, each Guarantor will be released and relieved of any obligations under
its Note Guarantee.

      Any Guarantor not released from its obligations under its Note Guarantee
as provided in this Section 11.06 will remain liable for the full amount of
principal of and interest and premium and Special Interest, if any, on the Notes
and for the other obligations of any Guarantor under this Indenture as provided
in this Article 11.

                                   ARTICLE 12
                           SATISFACTION AND DISCHARGE

Section 12.01 Satisfaction and Discharge.

      This Indenture will be discharged and will cease to be of further effect
as to all Notes issued hereunder, when:

                                       84
<PAGE>

            (1) either:

                  (A) all Notes that have been authenticated, except lost,
            stolen or destroyed Notes that have been replaced or paid and Notes
            for whose payment money has theretofore been deposited in trust and
            thereafter repaid to the Company, have been delivered to the Trustee
            for cancellation; or

                  (B) all Notes that have not been delivered to the Trustee for
            cancellation have become due and payable by reason of the mailing of
            a notice of redemption or otherwise or will become due and payable
            within one year and the Company or any Guarantor has irrevocably
            deposited or caused to be deposited with the Trustee as trust funds
            in trust solely for the benefit of the Holders, cash in U.S.
            dollars, non-callable Government Securities, or a combination
            thereof, in such amounts as will be sufficient, without
            consideration of any reinvestment of interest, to pay and discharge
            the entire Indebtedness on the Notes not delivered to the Trustee
            for cancellation for principal, premium and Special Interest, if
            any, and accrued interest to the date of maturity or redemption;

            (2) no Default or Event of Default has occurred and is continuing on
      the date of such deposit (other than a Default or Event of Default
      resulting from the borrowing of funds to be applied to such deposit) and
      the deposit will not result in a breach or violation of, or constitute a
      default under, any other instrument to which the Company or any Guarantor
      is a party or by which the Company or any Guarantor is bound;

            (3) the Company or any Guarantor has paid or caused to be paid all
      sums payable by it under this Indenture; and

            (4) the Company has delivered irrevocable instructions to the
      Trustee under this Indenture to apply the deposited money toward the
      payment of the Notes at maturity or on the redemption date, as the case
      may be.

In addition, the Company must deliver an Officers' Certificate and an Opinion of
Counsel to the Trustee stating that all conditions precedent to satisfaction and
discharge have been satisfied.

      Notwithstanding the satisfaction and discharge of this Indenture, if money
has been deposited with the Trustee pursuant to clause (1)(B) of this Section
12.01, the provisions of Sections 12.02 and 8.06 hereof will survive. In
addition, nothing in this Section 12.01 will be deemed to discharge those
provisions of Section 7.07 hereof, that, by their terms, survive the
satisfaction and discharge of this Indenture.

Section 12.02 Application of Trust Money.

      Subject to the provisions of Section 8.06 hereof, all money deposited with
the Trustee pursuant to Section 12.01 hereof shall be held in trust and applied
by it, in accordance with the provisions of the Notes and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal (and premium and Special Interest, if any)
and interest for whose payment such money has been deposited with the Trustee;
but such money need not be segregated from other funds except to the extent
required by law.

                                       85
<PAGE>

      If the Trustee or Paying Agent is unable to apply any money or Government
Securities in accordance with Section 12.01 hereof by reason of any legal
proceeding or by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, the
Company's and any Guarantor's obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 12.01 hereof; provided that if the Company has made any payment of
principal of, premium or Special Interest, if any, or interest on, any Notes
because of the reinstatement of its obligations, the Company shall be subrogated
to the rights of the Holders of such Notes to receive such payment from the
money or Government Securities held by the Trustee or Paying Agent.

                                   ARTICLE 13
                                  MISCELLANEOUS

Section 13.01 TIA Controls.

      If any provision of this Indenture limits, qualifies or conflicts with the
duties imposed by TIA Section 318(c), the imposed duties will control.

Section 13.02 Notices.

      Any notice or communication by the Company, any Guarantor or the Trustee
to the others is duly given if in writing and delivered in Person or by first
class mail (registered or certified, return receipt requested), facsimile
transmission or overnight air courier guaranteeing next day delivery, to the
others' address:

      If to the Company and/or any Guarantor:

      American Achievement Corporation
      7211 Circle S Road
      Austin, Texas 78745
      Facsimile No.:  (512) 443-5213
      Attention: Chief Financial Officer

      With a copy to:
      Ropes & Gray LLP
      One International Pl.
      Boston, Massachusetts 02110
      Facsimile No.:  (617) 951-7050
      Attention: Todd Boes, Esq.

      If to the Trustee:
      The Bank of New York
      101 Barclay Street, Floor 8W
      New York, New York  10286
      Facsimile No.:  (212) 815-5707
      Attention: Corporate Trust Administration

      The Company, any Guarantor or the Trustee, by notice to the others, may
designate additional or different addresses for subsequent notices or
communications.

                                       86
<PAGE>

      All notices and communications (other than those sent to Holders) will be
deemed to have been duly given: at the time delivered by hand, if personally
delivered; five Business Days after being deposited in the mail, postage
prepaid, if mailed; when receipt acknowledged, if transmitted by facsimile; and
the next Business Day after timely delivery to the courier, if sent by overnight
air courier guaranteeing next day delivery.

      Any notice or communication to a Holder will be mailed by first class
mail, certified or registered, return receipt requested, or by overnight air
courier guaranteeing next day delivery to its address shown on the register kept
by the Registrar. Any notice or communication will also be so mailed to any
Person described in TIA Section 313(c), to the extent required by the TIA.
Failure to mail a notice or communication to a Holder or any defect in it will
not affect its sufficiency with respect to other Holders.

      If a notice or communication is mailed in the manner provided above within
the time prescribed, it is duly given, whether or not the addressee receives it.

      If the Company mails a notice or communication to Holders, it will mail a
copy to the Trustee and each Agent at the same time.

Section 13.03 Communication by Holders of Notes with Other Holders of Notes.

      Holders may communicate pursuant to TIA Section 312(b) with other Holders
with respect to their rights under this Indenture or the Notes. The Company, the
Trustee, the Registrar and anyone else shall have the protection of TIA Section
312(c).

Section 13.04 Certificate and Opinion as to Conditions Precedent.

      Upon any request or application by the Company to the Trustee to take any
action under this Indenture, the Company shall furnish to the Trustee:

            (1) an Officers' Certificate in form and substance reasonably
      satisfactory to the Trustee (which must include the statements set forth
      in Section 13.05 hereof) stating that, in the opinion of the signers, all
      conditions precedent and covenants, if any, provided for in this Indenture
      relating to the proposed action have been satisfied; and

            (2) an Opinion of Counsel in form and substance reasonably
      satisfactory to the Trustee (which must include the statements set forth
      in Section 13.05 hereof) stating that, in the opinion of such counsel, all
      such conditions precedent and covenants have been satisfied.

Section 13.05 Statements Required in Certificate or Opinion.

      Each certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture (other than a certificate provided
pursuant to TIA Section 314(a)(4)) must comply with the provisions of TIA
Section 314(e) and must include:

            (1) a statement that the Person making such certificate or opinion
      has read such covenant or condition;

            (2) a brief statement as to the nature and scope of the examination
      or investigation upon which the statements or opinions contained in such
      certificate or opinion are based;

                                       87
<PAGE>

            (3) a statement that, in the opinion of such Person, he or she has
      made such examination or investigation as is necessary to enable him or
      her to express an informed opinion as to whether or not such covenant or
      condition has been satisfied; and

            (4) a statement as to whether or not, in the opinion of such Person,
      such condition or covenant has been satisfied.

Section 13.06 Rules by Trustee and Agents.

      The Trustee may make reasonable rules for action by or at a meeting of
Holders. The Registrar or Paying Agent may make reasonable rules and set
reasonable requirements for its functions.

Section 13.07 No Personal Liability of Directors, Officers, Employees and
Stockholders.

      No past, present or future director, officer, employee, incorporator or
stockholder of the Company or any Guarantor, as such, will have any liability
for any obligations of the Company or the Guarantors under the Notes, this
Indenture, the Note Guarantees or for any claim based on, in respect of, or by
reason of, such obligations or their creation. Each Holder of Notes by accepting
a Note waives and releases all such liability. The waiver and release are part
of the consideration for issuance of the Notes. The waiver may not be effective
to waive liabilities under the federal securities laws.

Section 13.08 Governing Law.

      THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO
CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES WITHOUT GIVING EFFECT
TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION
OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

Section 13.09 No Adverse Interpretation of Other Agreements.

      This Indenture may not be used to interpret any other indenture, loan or
debt agreement of the Company or its Subsidiaries or of any other Person. Any
such indenture, loan or debt agreement may not be used to interpret this
Indenture.

Section 13.10 Successors.

      All agreements of the Company in this Indenture and the Notes will bind
its successors. All agreements of the Trustee in this Indenture will bind its
successors. All agreements of each Guarantor in this Indenture will bind its
successors, except as otherwise provided in Section 11.05 hereof.

Section 13.11 Severability.

      In case any provision in this Indenture or in the Notes is invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions will not in any way be affected or impaired thereby.

Section 13.12 Counterpart Originals.

      The parties may sign any number of copies of this Indenture. Each signed
copy will be an original, but all of them together represent the same agreement.

                                       88
<PAGE>

Section 13.13 Table of Contents, Headings, etc.

      The Table of Contents, Cross-Reference Table and Headings of the Articles
and Sections of this Indenture have been inserted for convenience of reference
only, are not to be considered a part of this Indenture and will in no way
modify or restrict any of the terms or provisions hereof.

                         [Signatures on following page]

                                       89
<PAGE>

                                   SIGNATURES

Dated as of March 25, 2004

                                AMERICAN ACHIEVEMENT CORPORATION

                                By: ____________________________________________
                                    Name:  David G. Fiore
                                    Title: President and Chief Executive Officer

                                COMMEMORATIVE BRANDS, INC.
                                CBI NORTH AMERICA, INC.
                                TAYLOR SENIOR HOLDING CORP.
                                TP HOLDING CORP.
                                TAYLOR PUBLISHING COMPANY

                                By: ____________________________________________
                                    Name:  David G. Fiore
                                    Title: President and Chief Executive Officer

                                TAYLOR PUBLISHING MANUFACTURING, L.P.

                                By: Taylor Publishing Company, its General
                                    Partner

                                By: ____________________________________________
                                    Name:  David G. Fiore
                                    Title: President and Chief Executive Officer

                                TAYLOR MANUFACTURING HOLDINGS, LLC

                                By: Taylor Publishing Company, its Sole Member

                                By: ____________________________________________
                                    Name:  David G. Fiore
                                    Title: President and Chief Executive Officer

                                EDUCATIONAL COMMUNICATIONS, INC.

                                By: ____________________________________________
                                    Name:  Parke Davis
                                    Title: President

<PAGE>

                                THE BANK OF NEW YORK, as Trustee

                                By: ____________________________________________
                                    Name:
                                    Title:

<PAGE>

                                 [Face of Note]

                                                         CUSIP/CINS ____________

                    8.25% Senior Subordinated Notes due 2012

No. ___                                                            $____________

                        AMERICAN ACHIEVEMENT CORPORATION

promises to pay to _______________________ or registered assigns,

the principal sum of __________________________________________________ DOLLARS
on April 1, 2012.

Interest Payment Dates: April 1 and October 1

Record Dates: March 15 and September 15

Dated: _______________, ____

                                               AMERICAN ACHIEVEMENT CORPORATION

                                               By: _____________________________
                                                   Name:
                                                   Title:

This is one of the Notes referred to
in the within-mentioned Indenture:

THE BANK OF NEW YORK,
  as Trustee

By: ___________________________________
           Authorized Signatory

                                      A1-1
<PAGE>

                                 [Back of Note]
                    8.25% Senior Subordinated Notes due 2012

[Insert the Global Note Legend, if applicable pursuant to the provisions of the
Indenture]

[Insert the Private Placement Legend, if applicable pursuant to the provisions
of the Indenture]

      Capitalized terms used herein have the meanings assigned to them in the
Indenture referred to below unless otherwise indicated.

            (1) INTEREST. American Achievement Corporation, a Delaware
      corporation (the "Company"), promises to pay interest on the principal
      amount of this Note at 8.25% per annum from March 25, 2004 until maturity
      and shall pay the Special Interest, if any, payable pursuant to Section
      2(c) of the Registration Rights Agreement referred to below. The Company
      will pay interest and Special Interest, if any, semi-annually in arrears
      on April 1 and October 1 of each year, or if any such day is not a
      Business Day, on the next succeeding Business Day (each, an "Interest
      Payment Date"). Interest on the Notes will accrue from the most recent
      date to which interest has been paid or, if no interest has been paid,
      from the date of issuance; provided that if there is no existing Default
      in the payment of interest, and if this Note is authenticated between a
      record date referred to on the face hereof and the next succeeding
      Interest Payment Date, interest shall accrue from such next succeeding
      Interest Payment Date; provided further that the first Interest Payment
      Date shall be October 1, 2004. The Company will pay interest (including
      post-petition interest in any proceeding under any Bankruptcy Law) on
      overdue principal and premium, if any, from time to time on demand at a
      rate that is 1% per annum in excess of the rate then in effect to the
      extent lawful; it will pay interest (including post-petition interest in
      any proceeding under any Bankruptcy Law) on overdue installments of
      interest and Special Interest, if any, (without regard to any applicable
      grace period) from time to time on demand at the same rate to the extent
      lawful. Interest will be computed on the basis of a 360-day year of twelve
      30-day months.

            (2) METHOD OF PAYMENT. The Company will pay interest on the Notes
      (except defaulted interest) and Special Interest, if any, to the Persons
      who are registered Holders of Notes at the close of business on the March
      15 or September 15 next preceding the Interest Payment Date, even if such
      Notes are canceled after such record date and on or before such Interest
      Payment Date, except as provided in Section 2.12 of the Indenture with
      respect to defaulted interest. The Notes will be payable as to principal,
      premium and Special Interest, if any, and interest at the office or agency
      of the Company maintained for such purpose within or without the City and
      State of New York, or, at the option of the Company, payment of interest
      and Special Interest, if any, may be made by check mailed to the Holders
      at their addresses set forth in the register of Holders; provided that
      payment by wire transfer of immediately available funds will be required
      with respect to principal of and interest, premium and Special Interest,
      if any, on, all Global Notes and all other Notes the Holders of which will
      have provided wire transfer instructions to the Company or the Paying
      Agent. Such payment will be in such coin or currency of the United States
      of America as at the time of payment is legal tender for payment of public
      and private debts.

            (3) PAYING AGENT AND REGISTRAR. Initially, The Bank of New York, the
      Trustee under the Indenture, will act as Paying Agent and Registrar. The
      Company may change any Paying Agent or Registrar without notice to any
      Holder. The Company or any of its Subsidiaries may act in any such
      capacity.

                                      A1-2
<PAGE>

            (4) INDENTURE. The Company issued the Notes under an Indenture dated
      as of March 25, 2004 (the "Indenture") among the Company, the Guarantors
      and the Trustee. The terms of the Notes include those stated in the
      Indenture and those made part of the Indenture by reference to the TIA.
      The Notes are subject to all such terms, and Holders are referred to the
      Indenture and such Act for a statement of such terms. To the extent any
      provision of this Note conflicts with the express provisions of the
      Indenture, the provisions of the Indenture shall govern and be
      controlling. The Notes are unsecured obligations of the Company.

            (5) OPTIONAL REDEMPTION.

      (a) Except as set forth in subparagraph (b) of this Paragraph 5, the
Company will not have the option to redeem the Notes prior to April 1, 2008. On
or after April 1, 2008, the Company will have the option to redeem all or a part
of the Notes upon not less than 30 nor more than 60 days' notice, at the
redemption prices (expressed as percentages of principal amount) set forth below
plus accrued and unpaid interest and Special Interest, if any, on the Notes
redeemed to the applicable redemption date, if redeemed during the twelve-month
period beginning on April 1 of the years indicated below, subject to the rights
of Holders of such Notes on the relevant record date to receive interest on the
relevant interest payment date:

<TABLE>
<CAPTION>
Year                                                               Percentage
----                                                               ----------
<C>                                                                <C>
2008.............................................................   104.125%
2009.............................................................   102.063%
2010 and thereafter..............................................   100.000%
</TABLE>

      Unless the Company defaults in the payment of the redemption price,
interest will cease to accrue on the Notes or portions thereof called for
redemption on the applicable redemption date.

      (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph
5, at any time prior to April 1, 2007, the Company may on any one or more
occasions redeem up to 35% of the aggregate principal amount of Notes issued
under the Indenture with the net cash proceeds of one or more Equity Offerings
or a contribution to the Company's common equity capital made with the net cash
proceeds of a concurrent offering of common stock of the Company's direct Parent
(whether offered or sold independently or as a part of an offering or sale of
units) at a redemption price equal to 108.25% of the aggregate principal amount
thereof, plus accrued and unpaid interest and Special Interest, if any to the
redemption date; provided that at least 65% in aggregate principal amount of the
Notes originally issued under the Indenture (excluding Notes held by the Company
and its Subsidiaries) remains outstanding immediately after the occurrence of
such redemption and that such redemption occurs within 90 days of the date of
the closing of such Equity Offering or contribution.

            (6) MANDATORY REDEMPTION.

      The Company is not be required to make mandatory redemption or sinking
fund payments with respect to the Notes.

            (7) REPURCHASE AT THE OPTION OF HOLDER.

                  (a) If there is a Change of Control, the Company will be
      required to make an offer (a "Change of Control Offer") to each Holder to
      repurchase all or any part (equal to $1,000 or an integral multiple
      thereof) of each Holder's Notes at a purchase price in cash equal to 101%
      of the aggregate principal amount thereof plus accrued and unpaid interest
      and Special Interest, if any, thereon to the date of purchase, subject to
      the rights of Holders on the relevant record date to receive interest due
      on the relevant interest payment date (the "Change of Control Payment").

                                      A1-3
<PAGE>

      Within 30 days following any Change of Control, the Company will mail a
      notice to each Holder setting forth the procedures governing the Change of
      Control Offer as required by the Indenture.

                  (b) If the Company or a Restricted Subsidiary of the Company
      consummates any Asset Sales, within 15 days of each date on which the
      aggregate amount of Excess Proceeds exceeds $15.0 million, the Company
      will commence an offer to all Holders of Notes and all holders of other
      Indebtedness that is pari passu with the Notes containing provisions
      similar to those set forth in the Indenture with respect to offers to
      purchase or redeem with the proceeds of sales of assets (an "Asset Sale
      Offer") pursuant to Section 3.09 of the Indenture to purchase the maximum
      principal amount of Notes and such other pari passu Indebtedness that may
      be purchased out of the Excess Proceeds at an offer price in cash in an
      amount equal to 100% of the principal amount thereof plus accrued and
      unpaid interest and Special Interest, if any, thereon to the date of
      purchase, in accordance with the procedures set forth in the Indenture. To
      the extent that the aggregate amount of Notes and other pari passu
      Indebtedness tendered pursuant to an Asset Sale Offer is less than the
      Excess Proceeds, the Company (or such Restricted Subsidiary) may use such
      deficiency for any purpose not otherwise prohibited by the Indenture. If
      the aggregate principal amount of Notes and other pari passu Indebtedness
      tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds,
      the Trustee shall select the Notes and such other pari passu Indebtedness
      to be purchased on a pro rata basis. Holders of Notes that are the subject
      of an offer to purchase will receive an Asset Sale Offer from the Company
      prior to any related purchase date and may elect to have such Notes
      purchased by completing the form entitled "Option of Holder to Elect
      Purchase" attached to the Notes. Upon completion of each Asset Sale Offer,
      the amount of Excess Proceeds shall be reset at zero.

            (8) NOTICE OF REDEMPTION. Notice of redemption will be mailed at
      least 30 days but not more than 60 days before the redemption date to each
      Holder whose Notes are to be redeemed at its registered address, except
      that redemption notices may be mailed more than 60 days prior to a
      redemption date if the notice is issued in connection with a defeasance of
      the Notes or a satisfaction or discharge of the Indenture. Notes in
      denominations larger than $1,000 may be redeemed in part but only in whole
      multiples of $1,000, unless all of the Notes held by a Holder are to be
      redeemed.

            (9) DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered
      form without coupons in denominations of $1,000 and integral multiples of
      $1,000. The transfer of Notes may be registered and Notes may be exchanged
      as provided in the Indenture. The Registrar and the Trustee may require a
      Holder, among other things, to furnish appropriate endorsements and
      transfer documents and the Company may require a Holder to pay any taxes
      and fees required by law or permitted by the Indenture. The Company need
      not exchange or register the transfer of any Note or portion of a Note
      selected for redemption, except for the unredeemed portion of any Note
      being redeemed in part. Also, the Company need not exchange or register
      the transfer of any Notes for a period of 15 days before a selection of
      Notes to be redeemed or during the period between a record date and the
      corresponding Interest Payment Date.

            (10) PERSONS DEEMED OWNERS. The registered Holder of a Note may be
      treated as its owner for all purposes.

            (11) AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain
      exceptions, the Indenture, the Notes or the Note Guarantees may be amended
      or supplemented with the consent of the Holders of at least a majority in
      aggregate principal amount of the then outstanding Notes including
      Additional Notes, if any, voting as a single class (including, without
      limitation, consents obtained in connection with a tender offer or
      exchange offer for, or purchase of, the

                                      A1-4
<PAGE>

      Notes), and any existing Default or Event or Default or compliance with
      any provision of the Indenture, the Notes or the Note Guarantees may be
      waived with the consent of the Holders of a majority in aggregate
      principal amount of the then outstanding Notes including Additional Notes,
      if any, voting as a single class (including, without limitation, consents
      obtained in connection with a tender offer or exchange offer for, or
      purchase of, the Notes). Without the consent of any Holder of a Note, the
      Indenture, the Notes or the Note Guarantees may be amended or supplemented
      to (i) cure any ambiguity, defect or inconsistency, (ii) provide for
      uncertificated Notes in addition to or in place of certificated Notes,
      (iii) provide for the assumption of the Company's or a Guarantor's
      obligations to Holders of the Notes and Note Guarantees by a successor to
      the Company or such Guarantor pursuant to Article 5 or Article 11 of the
      Indenture, (iv) make any change that would provide any additional rights
      or benefits to the Holders of the Notes or that does not adversely affect
      the legal rights under the Indenture of any such Holder, (v) comply with
      the requirements of the SEC in order to effect or maintain the
      qualification of the Indenture under the TIA, (vi) conform the text of the
      Indenture, the Notes or the Note Guarantees to any provision of the
      "Description of Notes" section of the Company's Offering Circular dated
      March 17, 2004, relating to the Initial Notes, to the extent that such
      provision in that "Description of Notes" section was intended to be a
      verbatim recitation of a provision of the Indenture, the Notes or the Note
      Guarantees, (vii) provide for the issuance of Additional Notes in
      accordance with the limitations set forth in the Indenture or (viii) allow
      any Guarantor to execute a supplemental indenture to the Indenture and/or
      a Note Guarantee with respect to the Notes.

            (12) DEFAULTS AND REMEDIES. Events of Default include: (i) default
      for 30 days in the payment when due of interest on, or Special Interest,
      if any, with respect to, the Notes, whether or not prohibited by the
      subordination provisions of the Indenture; (ii) default in the payment
      when due of the principal of, or premium, if any, on, the Notes when the
      same becomes due and payable at maturity, upon redemption (including in
      connection with an offer to purchase) or otherwise, whether or not
      prohibited by the subordination provisions of the Indenture, (iii) failure
      by the Company or any of its Restricted Subsidiaries to comply with
      Sections 4.10, 4.15 or 5.01 of the Indenture; (iv) failure by the Company
      or any of its Restricted Subsidiaries for 60 days after notice to the
      Company by the Trustee or the Holders of at least 25% in aggregate
      principal amount of the Notes then outstanding voting as a single class to
      comply with any of the other agreements in the Indenture; (v) default
      under certain other agreements relating to Indebtedness of the Company at
      its stated final maturity or which default results in the acceleration of
      such Indebtedness prior to its express maturity; (vi) certain final
      judgments for the payment of money that remain undischarged for a period
      of 60 days; (vii) certain events of bankruptcy or insolvency with respect
      to the Company or any of its Restricted Subsidiaries that is a Significant
      Subsidiary or any group of Restricted Subsidiaries that, taken together,
      would constitute a Significant Subsidiary; and (viii) except as permitted
      by the Indenture, any Note Guarantee is held in any judicial proceeding to
      be unenforceable or invalid or ceases for any reason to be in full force
      and effect or any Guarantor or any Person acting on its behalf denies or
      disaffirms its obligations under such Guarantor's Note Guarantee. If any
      Event of Default occurs and is continuing, the Trustee or the Holders of
      at least 25% in aggregate principal amount of the then outstanding Notes
      may declare all the Notes to be due and payable immediately.
      Notwithstanding the foregoing, in the case of an Event of Default arising
      from certain events of bankruptcy or insolvency, all outstanding Notes
      will become due and payable immediately without further action or notice.
      Holders may not enforce the Indenture or the Notes except as provided in
      the Indenture. Subject to certain limitations, Holders of a majority in
      aggregate principal amount of the then outstanding Notes may direct the
      Trustee in its exercise of any trust or power. The Trustee may withhold
      from Holders of the Notes notice of any continuing Default or Event of
      Default (except a Default or Event of Default relating to the payment of
      principal or interest or premium or Special Interest, if any,) if it
      determines that withholding notice is in their interest.

                                      A1-5
<PAGE>

      The Holders of a majority in aggregate principal amount of the then
      outstanding Notes by notice to the Trustee may, on behalf of the Holders
      of all of the Notes, rescind an acceleration or waive any existing Default
      or Event of Default and its consequences under the Indenture except a
      continuing Default or Event of Default in the payment of interest or
      premium or Special Interest, if any, on, or the principal of, the Notes.
      The Company is required to deliver to the Trustee annually a statement
      regarding compliance with the Indenture, and the Company is required, upon
      becoming aware of any Default or Event of Default, to deliver to the
      Trustee a statement specifying such Default or Event of Default.

            (13) SUBORDINATION. Payment of principal, interest and premium and
      Special Interest, if any, on the Notes is subordinated to the prior
      payment of Senior Debt on the terms provided in the Indenture.

            (14) TRUSTEE DEALINGS WITH COMPANY. Subject to certain limitations
      in the Indenture, the Trustee, in its individual or any other capacity,
      may make loans to, accept deposits from, and perform services for the
      Company or its Affiliates, and may otherwise deal with the Company or its
      Affiliates, as if it were not the Trustee.

            (15) NO RECOURSE AGAINST OTHERS. A director, officer, employee,
      incorporator or stockholder of the Company or any of the Guarantors, as
      such, will not have any liability for any obligations of the Company or
      the Guarantors under the Notes, the Note Guarantees or the Indenture or
      for any claim based on, in respect of, or by reason of, such obligations
      or their creation. Each Holder by accepting a Note waives and releases all
      such liability. The waiver and release are part of the consideration for
      the issuance of the Notes.

            (16) AUTHENTICATION. This Note will not be valid until authenticated
      by the manual signature of the Trustee or an authenticating agent.

            (17) ABBREVIATIONS. Customary abbreviations may be used in the name
      of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN
      ENT (= tenants by the entireties), JT TEN (= joint tenants with right of
      survivorship and not as tenants in common), CUST (= Custodian), and
      U/G/M/A (= Uniform Gifts to Minors Act).

            (18) ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND
      RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to Holders
      of Notes under the Indenture, Holders of Restricted Global Notes and
      Restricted Definitive Notes will have all the rights set forth in the
      Registration Rights Agreement dated as of March 25, 2004, among the
      Company, the Guarantors and the other parties named on the signature pages
      thereof or, in the case of Additional Notes, Holders of Restricted Global
      Notes and Restricted Definitive Notes will have the rights set forth in
      one or more registration rights agreements, if any, among the Company, the
      Guarantors and the other parties thereto, relating to rights given by the
      Company and the Guarantors to the purchasers of any Additional Notes
      (collectively, the "Registration Rights Agreement").

            (19) CUSIP NUMBERS. Pursuant to a recommendation promulgated by the
      Committee on Uniform Security Identification Procedures, the Company has
      caused CUSIP numbers to be printed on the Notes, and the Trustee may use
      CUSIP numbers in notices of redemption as a convenience to Holders. No
      representation is made as to the accuracy of such numbers either as
      printed on the Notes or as contained in any notice of redemption, and
      reliance may be placed only on the other identification numbers placed
      thereon.

                                      A1-6
<PAGE>

            (20) GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL
      GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THIS NOTE AND THE NOTE
      GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF
      LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION
      WOULD BE REQUIRED THEREBY.

      The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to:

American Achievement Corporation
7211 Circle S Road
Austin, Texas 78745
Attention: Chief Financial Officer

                                      A1-7
<PAGE>

                                 ASSIGNMENT FORM

      To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to: __________________________________
                                               (Insert assignee's legal name)
________________________________________________________________________________
                  (Insert assignee's soc. sec. or tax I.D. no.)
________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
              (Print or type assignee's name, address and zip code)

and irrevocably appoint ________________________________________________________
to transfer this Note on the books of the Company. The agent may substitute
another to act for him.

Date: _______________

                                      Your Signature: __________________________
                                             (Sign exactly as your name appears
                                              on the face of this Note)

Signature Guarantee*: _________________________

* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).

                                      A1-8
<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

      If you want to elect to have this Note purchased by the Company pursuant
to Section 4.10 or 4.15 of the Indenture, check the appropriate box below:

                     - Section 4.10        - Section 4.15

      If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the
amount you elect to have purchased:

                                    $_______________

Date:  _______________

                                      Your Signature: __________________________
                                             (Sign exactly as your name appears
                                              on the face of this Note)

                                      Tax Identification No.: __________________

Signature Guarantee*: _________________________

* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).

                                      A1-9
<PAGE>

             SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE *

      The following exchanges of a part of this Global Note for an interest in
another Global Note or for a Definitive Note, or exchanges of a part of another
Global Note or Definitive Note for an interest in this Global Note, have been
made:

<TABLE>
<CAPTION>
                                                                       Principal Amount
                       Amount of decrease                             of this Global Note       Signature of
                       in Principal Amount   Amount of increase in      following such       authorized officer
                               of             Principal Amount of          decrease             of Trustee or
Date of Exchange        this Global Note        this Global Note         (or increase)            Custodian
----------------        ----------------        ----------------         -------------            ---------
<S>                    <C>                   <C>                      <C>                    <C>
</TABLE>

* This schedule should be included only if the Note is issued in global form.

                                     A1-10
<PAGE>

                   Face of Regulation S Temporary Global Note

                                                           CUSIP/CINS __________

                    8.25% Senior Subordinated Notes due 2012

No. ___                                                              $__________

                        AMERICAN ACHIEVEMENT CORPORATION

promises to pay to CEDE & CO. or registered assigns,

the principal sum of ___________________________________________________ DOLLARS
on April 1, 2012.

Interest Payment Dates: April 1 and October 1

Record Dates: March 15 and September 15

Dated: _______________, ____

                                      AMERICAN ACHIEVEMENT CORPORATION

                                      By: ______________________________________
                                          Name:
                                          Title:

This is one of the Notes referred to
in the within-mentioned Indenture:

THE BANK OF NEW YORK,
  as Trustee

By: ________________________________
          Authorized Signatory

                                      A2-1
<PAGE>

                   Back of Regulation S Temporary Global Note
                    8.25% Senior Subordinated Notes due 2012

THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE
CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS
SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE
BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED
TO RECEIVE PAYMENT OF INTEREST HEREON.

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED
IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS
GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION
2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR
DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("DTC"), TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933 (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1) TO A PERSON WHO THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT F A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE
903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER (IF AVAILABLE), (4) TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR
(5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND
(B) IN

                                      A2-2
<PAGE>

ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED
STATES AND OTHER JURISDICTIONS.

      Capitalized terms used herein have the meanings assigned to them in the
Indenture referred to below unless otherwise indicated.

            (1) INTEREST. American Achievement Corporation, a Delaware
      corporation (the "Company"), promises to pay interest on the principal
      amount of this Note at 8.25% per annum from March 25, 2004 until maturity
      and shall pay the Special Interest, if any, payable pursuant to Section
      2(c) of the Registration Rights Agreement referred to below. The Company
      will pay interest and Special Interest, if any, semi-annually in arrears
      on April 1 and October 1 of each year, or if any such day is not a
      Business Day, on the next succeeding Business Day (each, an "Interest
      Payment Date"). Interest on the Notes will accrue from the most recent
      date to which interest has been paid or, if no interest has been paid,
      from the date of issuance; provided that if there is no existing Default
      in the payment of interest, and if this Note is authenticated between a
      record date referred to on the face hereof and the next succeeding
      Interest Payment Date, interest shall accrue from such next succeeding
      Interest Payment Date; provided further that the first Interest Payment
      Date shall be October 1, 2004. The Company will pay interest (including
      post-petition interest in any proceeding under any Bankruptcy Law) on
      overdue principal and premium, if any, from time to time on demand at a
      rate that is 1% per annum in excess of the rate then in effect to the
      extent lawful; it will pay interest (including post-petition interest in
      any proceeding under any Bankruptcy Law) on overdue installments of
      interest and Special Interest, if any, (without regard to any applicable
      grace periods) from time to time on demand at the same rate to the extent
      lawful. Interest will be computed on the basis of a 360-day year of twelve
      30-day months.

      Until this Regulation S Temporary Global Note is exchanged for one or more
Regulation S Permanent Global Notes, the Holder hereof shall not be entitled to
receive payments of interest hereon; until so exchanged in full, this Regulation
S Temporary Global Note shall in all other respects be entitled to the same
benefits as other Notes under the Indenture.

            (2) METHOD OF PAYMENT. The Company will pay interest on the Notes
      (except defaulted interest) and Special Interest, if any, to the Persons
      who are registered Holders of Notes at the close of business on the March
      15 or September 15 next preceding the Interest Payment Date, even if such
      Notes are canceled after such record date and on or before such Interest
      Payment Date, except as provided in Section 2.12 of the Indenture with
      respect to defaulted interest. The Notes will be payable as to principal,
      premium and Special Interest, if any, and interest at the office or agency
      of the Company maintained for such purpose within or without the City and
      State of New York, or, at the option of the Company, payment of interest
      and Special Interest, if any, may be made by check mailed to the Holders
      at their addresses set forth in the register of Holders; provided that
      payment by wire transfer of immediately available funds will be required
      with respect to principal of and interest, premium and Special Interest,
      if any, on, all Global Notes and all other Notes the Holders of which will
      have provided wire transfer instructions to the Company or the Paying
      Agent. Such payment will be in such coin or currency of the United States
      of America as at the time of payment is legal tender for payment of public
      and private debts.

            (3) PAYING AGENT AND REGISTRAR. Initially, The Bank of New York, the
      Trustee under the Indenture, will act as Paying Agent and Registrar. The
      Company may change any Paying Agent or Registrar without notice to any
      Holder. The Company or any of its Subsidiaries may act in any such
      capacity.

                                      A2-3
<PAGE>

            (4) INDENTURE. The Company issued the Notes under an Indenture dated
      as of March 25, 2004 (the "Indenture") among the Company, the Guarantors
      and the Trustee. The terms of the Notes include those stated in the
      Indenture and those made part of the Indenture by reference to the TIA.
      The Notes are subject to all such terms, and Holders are referred to the
      Indenture and such Act for a statement of such terms. To the extent any
      provision of this Note conflicts with the express provisions of the
      Indenture, the provisions of the Indenture shall govern and be
      controlling. The Notes are unsecured obligations of the Company.

            (5) OPTIONAL REDEMPTION.

                  (a) Except as set forth in subparagraph (b) of this Paragraph
      5, the Company will not have the option to redeem the Notes prior to April
      1, 2008. On or after April 1, 2008, the Company will have the option to
      redeem all or a part of the Notes upon not less than 30 nor more than 60
      days' notice, at the redemption prices (expressed as percentages of
      principal amount) set forth below plus accrued and unpaid interest and
      Special Interest, if any, on the Notes redeemed to the applicable
      redemption date, if redeemed during the twelve-month period beginning on
      April 1 of the years indicated below, subject to the rights of Holders of
      such Notes on the relevant record date to receive interest on the relevant
      interest payment date:

<TABLE>
<CAPTION>
Year                                                             Percentage
----                                                             ----------
<C>                                                              <C>
2008..........................................................    104.125%
2009..........................................................    102.063%
2010 and thereafter...........................................    100.000%
</TABLE>

      Unless the Company defaults in the payment of the redemption price,
interest will cease to accrue on the Notes or portions thereof called for
redemption on the applicable redemption date.

                  (b) Notwithstanding the provisions of subparagraph (a) of this
      Paragraph 5, at any time prior to April 1, 2007, the Company may on any
      one or more occasions redeem up to 35% of the aggregate principal amount
      of Notes issued under the Indenture with the net cash proceeds of one or
      more Equity Offerings or a contribution to the Company's common equity
      capital made with the net cash proceeds of a concurrent offering of common
      stock of the Company's direct Parent (whether offered or sold
      independently or as a part of an offering or sale of units) at a
      redemption price equal to 108.25% of the aggregate principal amount
      thereof, plus accrued and unpaid interest and Special Interest, if any to
      the redemption date; provided that at least 65% in aggregate principal
      amount of the Notes originally issued under the Indenture (excluding Notes
      held by the Company and its Subsidiaries) remains outstanding immediately
      after the occurrence of such redemption and that such redemption occurs
      within 90 days of the date of the closing of such Equity Offering or
      contribution.

            (6) MANDATORY REDEMPTION.

      The Company is not be required to make mandatory redemption or sinking
fund payments with respect to the Notes.

            (7) REPURCHASE AT THE OPTION OF HOLDER.

                  (a) If there is a Change of Control, the Company will be
      required to make an offer (a "Change of Control Offer") to each Holder to
      repurchase all or any part (equal to $1,000 or an integral multiple
      thereof) of each Holder's Notes at a purchase price in cash equal to 101%
      of the aggregate principal amount thereof plus accrued and unpaid interest
      and Special Interest, if

                                      A2-4
<PAGE>

      any, thereon to the date of purchase, subject to the rights of Holders on
      the relevant record date to receive interest due on the relevant interest
      payment date (the "Change of Control Payment"). Within 30 days following
      any Change of Control, the Company will mail a notice to each Holder
      setting forth the procedures governing the Change of Control Offer as
      required by the Indenture.

                  (b) If the Company or a Restricted Subsidiary of the Company
      consummates any Asset Sales, within 15 days of each date on which the
      aggregate amount of Excess Proceeds exceeds $15.0 million, the Company
      will commence an offer to all Holders of Notes and all holders of other
      Indebtedness that is pari passu with the Notes containing provisions
      similar to those set forth in the Indenture with respect to offers to
      purchase or redeem with the proceeds of sales of assets (an "Asset Sale
      Offer") pursuant to Section 3.09 of the Indenture to purchase the maximum
      principal amount of Notes and such other pari passu Indebtedness that may
      be purchased out of the Excess Proceeds at an offer price in cash in an
      amount equal to 100% of the principal amount thereof plus accrued and
      unpaid interest and Special Interest, if any, thereon to the date of
      purchase, in accordance with the procedures set forth in the Indenture. To
      the extent that the aggregate amount of Notes and other pari passu
      Indebtedness tendered pursuant to an Asset Sale Offer is less than the
      Excess Proceeds, the Company (or such Restricted Subsidiary) may use such
      deficiency for any purpose not otherwise prohibited by the Indenture. If
      the aggregate principal amount of Notes and other pari passu Indebtedness
      tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds,
      the Trustee shall select the Notes and such other pari passu Indebtedness
      to be purchased on a pro rata basis. Holders of Notes that are the subject
      of an offer to purchase will receive an Asset Sale Offer from the Company
      prior to any related purchase date and may elect to have such Notes
      purchased by completing the form entitled "Option of Holder to Elect
      Purchase" attached to the Notes. Upon completion of each Asset Sale Offer,
      the amount of Excess Proceeds shall be reset at zero.

            (8) NOTICE OF REDEMPTION. Notice of redemption will be mailed at
      least 30 days but not more than 60 days before the redemption date to each
      Holder whose Notes are to be redeemed at its registered address, except
      that redemption notices may be mailed more than 60 days prior to a
      redemption date if the notice is issued in connection with a defeasance of
      the Notes or a satisfaction or discharge of the Indenture. Notes in
      denominations larger than $1,000 may be redeemed in part but only in whole
      multiples of $1,000, unless all of the Notes held by a Holder are to be
      redeemed.

            (9) DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered
      form without coupons in denominations of $1,000 and integral multiples of
      $1,000. The transfer of Notes may be registered and Notes may be exchanged
      as provided in the Indenture. The Registrar and the Trustee may require a
      Holder, among other things, to furnish appropriate endorsements and
      transfer documents and the Company may require a Holder to pay any taxes
      and fees required by law or permitted by the Indenture. The Company need
      not exchange or register the transfer of any Note or portion of a Note
      selected for redemption, except for the unredeemed portion of any Note
      being redeemed in part. Also, the Company need not exchange or register
      the transfer of any Notes for a period of 15 days before a selection of
      Notes to be redeemed or during the period between a record date and the
      corresponding Interest Payment Date.

      This Regulation S Temporary Global Note is exchangeable in whole or in
part for one or more Global Notes only (i) on or after the termination of the
40-day distribution compliance period (as defined in Regulation S) and (ii) upon
presentation of certificates (accompanied by an Opinion of Counsel, if
applicable) required by Article 2 of the Indenture. Upon exchange of this
Regulation S Temporary Global Note for one or more Global Notes, the Trustee
shall cancel this Regulation S Temporary Global Note.

                                      A2-5
<PAGE>

            (10) PERSONS DEEMED OWNERS. The registered Holder of a Note may be
      treated as its owner for all purposes.

            (11) AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain
      exceptions, the Indenture, the Notes or the Note Guarantees may be amended
      or supplemented with the consent of the Holders of at least a majority in
      aggregate principal amount of the then outstanding Notes including
      Additional Notes, if any, voting as a single class (including, without
      limitation, consents obtained in connection with a purchase of, or tender
      offer of, the Notes), and any existing Default or Event or Default or
      compliance with any provision of the Indenture, the Notes or the Note
      Guarantees may be waived with the consent of the Holders of a majority in
      aggregate principal amount of the then outstanding Notes including
      Additional Notes, if any, voting as a single class (including, without
      limitation, consents obtained in connection with a purchase of, or tender
      offer of, the Notes). Without the consent of any Holder of a Note, the
      Indenture, the Notes or the Note Guarantees may be amended or supplemented
      to (i) cure any ambiguity, defect or inconsistency, (ii) provide for
      uncertificated Notes in addition to or in place of certificated Notes,
      (iii) provide for the assumption of the Company's or a Guarantor's
      obligations to Holders of the Notes and Note Guarantees by a successor to
      the Company or such Guarantor pursuant to Article 5 or Article 11 of the
      Indenture, (iv) make any change that would provide any additional rights
      or benefits to the Holders of the Notes or that does not adversely affect
      the legal rights under the Indenture of any such Holder, (v) comply with
      the requirements of the SEC in order to effect or maintain the
      qualification of the Indenture under the TIA, (vi) conform the text of the
      Indenture, the Notes or the Note Guarantees to any provision of the
      "Description of Notes" section of the Company's Offering Circular dated
      March 17, 2004, relating to the Initial Notes, to the extent that such
      provision in that "Description of Notes" section was intended to be a
      verbatim recitation of a provision of the Indenture, the Notes or the Note
      Guarantees, (vii) provide for the issuance of Additional Notes in
      accordance with the limitations set forth in the Indenture or (viii) allow
      any Guarantor to execute a supplemental indenture to the Indenture and/or
      a Note Guarantee with respect to the Notes.

            (12) DEFAULTS AND REMEDIES. Events of Default include: (i) default
      for 30 days in the payment when due of interest on, or Special Interest,
      if any, with respect to, the Notes, whether or not prohibited by the
      subordination provisions of the Indenture; (ii) default in the payment
      when due of the principal of, or premium, if any, on, the Notes when the
      same becomes due and payable at maturity, upon redemption (including in
      connection with an offer to purchase) or otherwise, whether or not
      prohibited by the subordination provisions of the Indenture, (iii) failure
      by the Company or any of its Restricted Subsidiaries to comply with
      Sections 4.10, 4.15 or 5.01 of the Indenture; (iv) failure by the Company
      or any of its Restricted Subsidiaries for 60 days after notice to the
      Company by the Trustee or the Holders of at least 25% in aggregate
      principal amount of the Notes then outstanding voting as a single class to
      comply with any of the other agreements in the Indenture; (v) default
      under certain other agreements relating to Indebtedness of the Company at
      its stated final maturity or which default results in the acceleration of
      such Indebtedness prior to its express maturity; (vi) certain final
      judgments for the payment of money that remain undischarged for a period
      of 60 days; (vii) certain events of bankruptcy or insolvency with respect
      to the Company or any of its Restricted Subsidiaries that is a Significant
      Subsidiary or any group of Restricted Subsidiaries that, taken together,
      would constitute a Significant Subsidiary; and (viii) except as permitted
      by the Indenture, any Note Guarantee is held in any judicial proceeding to
      be unenforceable or invalid or ceases for any reason to be in full force
      and effect or any Guarantor or any Person acting on its behalf denies or
      disaffirms its obligations under such Guarantor's Note Guarantee. If any
      Event of Default occurs and is continuing, the Trustee or the Holders of
      at least 25% in aggregate principal amount of the then outstanding Notes
      may declare all the Notes to be due and payable immediately.
      Notwithstanding the

                                      A2-6
<PAGE>

      foregoing, in the case of an Event of Default arising from certain events
      of bankruptcy or insolvency, all outstanding Notes will become due and
      payable immediately without further action or notice. Holders may not
      enforce the Indenture or the Notes except as provided in the Indenture.
      Subject to certain limitations, Holders of a majority in aggregate
      principal amount of the then outstanding Notes may direct the Trustee in
      its exercise of any trust or power. The Trustee may withhold from Holders
      of the Notes notice of any continuing Default or Event of Default (except
      a Default or Event of Default relating to the payment of principal or
      interest or premium or Special Interest, if any,) if it determines that
      withholding notice is in their interest. The Holders of a majority in
      aggregate principal amount of the then outstanding Notes by notice to the
      Trustee may, on behalf of the Holders of all of the Notes, rescind an
      acceleration or waive any existing Default or Event of Default and its
      consequences under the Indenture except a continuing Default or Event of
      Default in the payment of interest or premium or Special Interest, if any,
      on, or the principal of, the Notes. The Company is required to deliver to
      the Trustee annually a statement regarding compliance with the Indenture,
      and the Company is required, upon becoming aware of any Default or Event
      of Default, to deliver to the Trustee a statement specifying such Default
      or Event of Default.

            (13) SUBORDINATION. Payment of principal, interest and premium and
      Special Interest, if any, on the Notes is subordinated to the prior
      payment of Senior Debt on the terms provided in the Indenture.

            (14) TRUSTEE DEALINGS WITH COMPANY. Subject to certain limitations
      in the Indenture, the Trustee, in its individual or any other capacity,
      may make loans to, accept deposits from, and perform services for the
      Company or its Affiliates, and may otherwise deal with the Company or its
      Affiliates, as if it were not the Trustee.

            (15) NO RECOURSE AGAINST OTHERS. A director, officer, employee,
      incorporator or stockholder of the Company or any of the Guarantors, as
      such, will not have any liability for any obligations of the Company or
      the Guarantors under the Notes, the Note Guarantees or the Indenture or
      for any claim based on, in respect of, or by reason of, such obligations
      or their creation. Each Holder by accepting a Note waives and releases all
      such liability. The waiver and release are part of the consideration for
      the issuance of the Notes.

            (16) AUTHENTICATION. This Note will not be valid until authenticated
      by the manual signature of the Trustee or an authenticating agent.

            (17) ABBREVIATIONS. Customary abbreviations may be used in the name
      of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN
      ENT (= tenants by the entireties), JT TEN (= joint tenants with right of
      survivorship and not as tenants in common), CUST (= Custodian), and
      U/G/M/A (= Uniform Gifts to Minors Act).

            (18) ADDITIONAL RIGHTS OF HOLDERS. In addition to the rights
      provided to Holders of Notes under the Indenture, Holders of this
      Regulation S Temporary Global Note will have all the rights set forth in
      the Registration Rights Agreement dated as of March 25, 2004, among the
      Company, the Guarantors and the other parties named on the signature pages
      thereof or, in the case of Additional Notes, Holders thereof will have the
      rights set forth in one or more registration rights agreements, if any,
      among the Company, the Guarantors and the other parties thereto, relating
      to rights given by the Company and the Guarantors to the purchasers of any
      Additional Notes (collectively, the "Registration Rights Agreement").

                                      A2-7
<PAGE>

            (19) CUSIP NUMBERS. Pursuant to a recommendation promulgated by the
      Committee on Uniform Security Identification Procedures, the Company has
      caused CUSIP numbers to be printed on the Notes, and the Trustee may use
      CUSIP numbers in notices of redemption as a convenience to Holders. No
      representation is made as to the accuracy of such numbers either as
      printed on the Notes or as contained in any notice of redemption, and
      reliance may be placed only on the other identification numbers placed
      thereon.

            (20) GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL
      GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THIS NOTE AND THE NOTE
      GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF
      LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION
      WOULD BE REQUIRED THEREBY.

      The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to:

American Achievement Corporation
7211 Circle S Road
Austin, Texas 78745
Attention: Chief Financial Officer

                                      A2-8
<PAGE>

                                 ASSIGNMENT FORM

      To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to: __________________________________
                                               (Insert assignee's legal name)

________________________________________________________________________________
                  (Insert assignee's soc. sec. or tax I.D. no.)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
              (Print or type assignee's name, address and zip code)

and irrevocably appoint ________________________________________________________
to transfer this Note on the books of the Company. The agent may substitute
another to act for him.

Date: _______________

                                      Your Signature: __________________________
                                              (Sign exactly as your name appears
                                               on the face of this Note)

Signature Guarantee*: _________________________

* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).

                                      A2-9
<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

      If you want to elect to have this Note purchased by the Company pursuant
to Section 4.10 or 4.15 of the Indenture, check the appropriate box below:

                       - Section 4.10      - Section 4.15

      If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the
amount you elect to have purchased:

                                    $_____________

Date:  _______________

                                      Your Signature: __________________________
                                              (Sign exactly as your name appears
                                               on the face of this Note)

                                      Tax Identification No.: __________________

Signature Guarantee*: _________________________

* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).

                                     A2-10
<PAGE>

  SCHEDULE OF EXCHANGES OF INTERESTS IN THE REGULATION S TEMPORARY GLOBAL NOTE

      The following exchanges of a part of this Regulation S Temporary Global
Note for an interest in another Global Note, or exchanges of a part of another
other Restricted Global Note for an interest in this Regulation S Temporary
Global Note, have been made:

<TABLE>
<CAPTION>
                                                                       Principal Amount
                       Amount of decrease                             of this Global Note       Signature of
                       in Principal Amount   Amount of increase in      following such       authorized officer
                               of             Principal Amount of          decrease             of Trustee or
Date of Exchange        this Global Note        this Global Note         (or increase)            Custodian
----------------        ----------------        ----------------         -------------            ---------
<S>                    <C>                   <C>                      <C>                    <C>
</TABLE>

                                     A2-11
<PAGE>

                                                                       EXHIBIT B

                         FORM OF CERTIFICATE OF TRANSFER

American Achievement Corporation
7211 Circle S Road
Austin, Texas 78745

The Bank of New York
101 Barclay Street
New York, New York  10286

      Re: 8.25% Senior Subordinated Notes due 2012

      Reference is hereby made to the Indenture, dated as of March 25, 2004 (the
"Indenture"), among American Achievement Corporation, as issuer (the "Company"),
the Guarantors party thereto and The Bank of New York, as trustee. Capitalized
terms used but not defined herein shall have the meanings given to them in the
Indenture.

      ___________________, (the "Transferor") owns and proposes to transfer the
Note[s] or interest in such Note[s] specified in Annex A hereto, in the
principal amount of $___________ in such Note[s] or interests (the "Transfer"),
to ___________________________ (the "Transferee"), as further specified in Annex
A hereto. In connection with the Transfer, the Transferor hereby certifies that:

                             [CHECK ALL THAT APPLY]

      1. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN
THE 144A GLOBAL NOTE OR A RESTRICTED DEFINITIVE NOTE PURSUANT TO RULE 144A. The
Transfer is being effected pursuant to and in accordance with Rule 144A under
the Securities Act of 1933, as amended (the "Securities Act"), and, accordingly,
the Transferor hereby further certifies that the beneficial interest or
Definitive Note is being transferred to a Person that the Transferor reasonably
believes is purchasing the beneficial interest or Definitive Note for its own
account, or for one or more accounts with respect to which such Person exercises
sole investment discretion, and such Person and each such account is a
"qualified institutional buyer" within the meaning of Rule 144A in a transaction
meeting the requirements of Rule 144A, and such Transfer is in compliance with
any applicable blue sky securities laws of any state of the United States. Upon
consummation of the proposed Transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or Definitive Note will be
subject to the restrictions on transfer enumerated in the Private Placement
Legend printed on the 144A Global Note and/or the Restricted Definitive Note and
in the Indenture and the Securities Act.

      2. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN
THE REGULATION S TEMPORARY GLOBAL NOTE, THE REGULATION S PERMANENT GLOBAL NOTE
OR A RESTRICTED DEFINITIVE NOTE PURSUANT TO REGULATION S. The Transfer is being
effected pursuant to and in accordance with Rule 903 or Rule 904 under the
Securities Act and, accordingly, the Transferor hereby further certifies that
(i) the Transfer is not being made to a Person in the United States and (x) at
the time the buy order was originated, the Transferee was outside the United
States or such Transferor and any Person acting on its behalf reasonably
believed and believes that the Transferee was outside the United States or (y)
the transaction was executed in, on or through the facilities of a designated
offshore securities market and neither such Transferor nor any Person acting on
its behalf knows that the transaction was prearranged with a buyer in the United
States, (ii) no directed selling efforts have been made in contravention of the
requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities
Act, (iii) the transaction is not part of a plan or scheme to evade the
registration requirements of the Securities Act and (iv) if the

                                      B-1
<PAGE>

proposed transfer is being made prior to the expiration of the Restricted
Period, the transfer is not being made to a U.S. Person or for the account or
benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation of
the proposed transfer in accordance with the terms of the Indenture, the
transferred beneficial interest or Definitive Note will be subject to the
restrictions on Transfer enumerated in the Private Placement Legend printed on
the Regulation S Temporary Global Note, the Regulation S Permanent Global Note
and/or the Restricted Definitive Note and in the Indenture and the Securities
Act.

      3. [ ] CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL
INTEREST IN THE IAI GLOBAL NOTE OR A RESTRICTED DEFINITIVE NOTE PURSUANT TO ANY
PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The
Transfer is being effected in compliance with the transfer restrictions
applicable to beneficial interests in Restricted Global Notes and Restricted
Definitive Notes and pursuant to and in accordance with the Securities Act and
any applicable blue sky securities laws of any state of the United States, and
accordingly the Transferor hereby further certifies that (check one):

            (a) [ ] such Transfer is being effected pursuant to and in
      accordance with Rule 144 under the Securities Act;

                                       or

            (b) [ ] such Transfer is being effected to the Company or a
      subsidiary thereof;

                                       or

            (c) [ ] such Transfer is being effected pursuant to an effective
      registration statement under the Securities Act and in compliance with the
      prospectus delivery requirements of the Securities Act;

                                       or

            (d) [ ] such Transfer is being effected to an Institutional
      Accredited Investor and pursuant to an exemption from the registration
      requirements of the Securities Act other than Rule 144A, Rule 144, Rule
      903 or Rule 904, and the Transferor hereby further certifies that it has
      not engaged in any general solicitation within the meaning of Regulation D
      under the Securities Act and the Transfer complies with the transfer
      restrictions applicable to beneficial interests in a Restricted Global
      Note or Restricted Definitive Notes and the requirements of the exemption
      claimed, which certification is supported by (1) a certificate executed by
      the Transferee in the form of Exhibit D to the Indenture and (2) an
      Opinion of Counsel provided by the Transferor or the Transferee (a copy of
      which the Transferor has attached to this certification), to the effect
      that such Transfer is in compliance with the Securities Act. Upon
      consummation of the proposed transfer in accordance with the terms of the
      Indenture, the transferred beneficial interest or Definitive Note will be
      subject to the restrictions on transfer enumerated in the Private
      Placement Legend printed on the IAI Global Note and/or the Restricted
      Definitive Notes and in the Indenture and the Securities Act.

      4. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN
AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE.

      (a) [ ] CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer is
being effected pursuant to and in accordance with Rule 144 under the Securities
Act and in compliance with the transfer restrictions contained in the Indenture
and any applicable blue sky securities laws of any state of the United States
and (ii) the restrictions on transfer contained in the Indenture and the Private
Placement

                                      B-2
<PAGE>

Legend are not required in order to maintain compliance with the Securities Act.
Upon consummation of the proposed Transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or Definitive Note will no longer
be subject to the restrictions on transfer enumerated in the Private Placement
Legend printed on the Restricted Global Notes, on Restricted Definitive Notes
and in the Indenture.

      (b) [ ] CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The Transfer is
being effected pursuant to and in accordance with Rule 903 or Rule 904 under the
Securities Act and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any state of the United
States and (ii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act. Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or
Definitive Note will no longer be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes, on Restricted Definitive Notes and in the Indenture.

      (c) [ ] CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i) The Transfer
is being effected pursuant to and in compliance with an exemption from the
registration requirements of the Securities Act other than Rule 144, Rule 903 or
Rule 904 and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any State of the United
States and (ii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act. Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or
Definitive Note will not be subject to the restrictions on transfer enumerated
in the Private Placement Legend printed on the Restricted Global Notes or
Restricted Definitive Notes and in the Indenture.

      This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.

                                             ___________________________________
                                                 [Insert Name of Transferor]

                                             By: _______________________________
                                                 Name:
                                                 Title:

         Dated: _______________________

                                      B-3
<PAGE>

                       ANNEX A TO CERTIFICATE OF TRANSFER

      1.    The Transferor owns and proposes to transfer the following:

                            [CHECK ONE OF (a) OR (b)]

                  (a) [ ] a beneficial interest in the:

                      (i)   [ ] 144A Global Note (CUSIP _________), or

                      (ii)  [ ] Regulation S Global Note (CUSIP _________), or

                      (iii) [ ] IAI Global Note (CUSIP _________); or

                  (b) [ ] a Restricted Definitive Note.

      2.    After the Transfer the Transferee will hold:

                                   [CHECK ONE]

                  (a) [ ] a beneficial interest in the:

                      (i)   [ ] 144A Global Note (CUSIP _________), or

                      (ii)  [ ] Regulation S Global Note (CUSIP _________), or

                      (iii) [ ] IAI Global Note (CUSIP _________); or

                      (iv)  [ ] Unrestricted Global Note (CUSIP _________); or

                  (b) [ ] a Restricted Definitive Note; or

                  (c) [ ] an Unrestricted Definitive Note,

                  in accordance with the terms of the Indenture.

                                      B-4
<PAGE>

                                                                       EXHIBIT C

                         FORM OF CERTIFICATE OF EXCHANGE

American Achievement Corporation
7211 Circle S Road
Austin, Texas 78745

The Bank of New York
101 Barclay Street
New York, New York  10286

      Re: 8.25% Senior Subordinated Notes due 2012

                              (CUSIP ____________)

      Reference is hereby made to the Indenture, dated as of March 25, 2004 (the
"Indenture"), among American Achievement Corporation, as issuer (the "Company"),
the Guarantors party thereto and The Bank of New York, as trustee. Capitalized
terms used but not defined herein shall have the meanings given to them in the
Indenture.

      __________________________, (the "Owner") owns and proposes to exchange
the Note[s] or interest in such Note[s] specified herein, in the principal
amount of $____________ in such Note[s] or interests (the "Exchange"). In
connection with the Exchange, the Owner hereby certifies that:

      1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A
RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS
IN AN UNRESTRICTED GLOBAL NOTE

      (a) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection
with the Exchange of the Owner's beneficial interest in a Restricted Global Note
for a beneficial interest in an Unrestricted Global Note in an equal principal
amount, the Owner hereby certifies (i) the beneficial interest is being acquired
for the Owner's own account without transfer, (ii) such Exchange has been
effected in compliance with the transfer restrictions applicable to the Global
Notes and pursuant to and in accordance with the Securities Act of 1933, as
amended (the "Securities Act"), (iii) the restrictions on transfer contained in
the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act and (iv) the beneficial interest in
an Unrestricted Global Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

      (b) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for an Unrestricted
Definitive Note, the Owner hereby certifies (i) the Definitive Note is being
acquired for the Owner's own account without transfer, (ii) such Exchange has
been effected in compliance with the transfer restrictions applicable to the
Restricted Global Notes and pursuant to and in accordance with the Securities
Act, (iii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act and (iv) the Definitive Note is being acquired in compliance
with any applicable blue sky securities laws of any state of the United States.

      (c) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL
INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Owner's Exchange
of a Restricted Definitive Note for

                                      C-1
<PAGE>

a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies
(i) the beneficial interest is being acquired for the Owner's own account
without transfer, (ii) such Exchange has been effected in compliance with the
transfer restrictions applicable to Restricted Definitive Notes and pursuant to
and in accordance with the Securities Act, (iii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in
order to maintain compliance with the Securities Act and (iv) the beneficial
interest is being acquired in compliance with any applicable blue sky securities
laws of any state of the United States.

      (d) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
UNRESTRICTED DEFINITIVE NOTE. In connection with the Owner's Exchange of a
Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby
certifies (i) the Unrestricted Definitive Note is being acquired for the Owner's
own account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act, (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
Unrestricted Definitive Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

      2. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN
RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS
IN RESTRICTED GLOBAL NOTES

      (a) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for a Restricted
Definitive Note with an equal principal amount, the Owner hereby certifies that
the Restricted Definitive Note is being acquired for the Owner's own account
without transfer. Upon consummation of the proposed Exchange in accordance with
the terms of the Indenture, the Restricted Definitive Note issued will continue
to be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Restricted Definitive Note and in the Indenture
and the Securities Act.

      (b) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL
INTEREST IN A RESTRICTED GLOBAL NOTE. In connection with the Exchange of the
Owner's Restricted Definitive Note for a beneficial interest in the [CHECK ONE]
[ ]144A Global Note, [ ]Regulation S Global Note, [ ]IAI Global Note with an
equal principal amount, the Owner hereby certifies (i) the beneficial interest
is being acquired for the Owner's own account without transfer and (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to the Restricted Global Notes and pursuant to and in accordance with
the Securities Act, and in compliance with any applicable blue sky securities
laws of any state of the United States. Upon consummation of the proposed
Exchange in accordance with the terms of the Indenture, the beneficial interest
issued will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the relevant Restricted Global Note and in the
Indenture and the Securities Act.

      This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.

                                           _____________________________________
                                          [Insert Name of Transferor]

                                      By: ______________________________________
                                          Name:
                                          Title:

Dated:  ______________________

                                      C-2
<PAGE>

                                                                       EXHIBIT D

                            FORM OF CERTIFICATE FROM
                   ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

American Achievement Corporation
7211 Circle S Road
Austin, Texas 78745

The Bank of New York
101 Barclay Street
New York, New York  10286

      Re: 8.25% Senior Subordinated Notes due 2012

      Reference is hereby made to the Indenture, dated as of March 25, 2004 (the
"Indenture"), among American Achievement Corporation, as issuer (the "Company"),
the guarantors party thereto and The Bank of New York, as trustee. Capitalized
terms used but not defined herein shall have the meanings given to them in the
Indenture.

      In connection with our proposed purchase of $____________ aggregate
principal amount of:

      (a) [ ] a beneficial interest in a Global Note, or

      (b) [ ] a Definitive Note,

      we confirm that:

      1. We understand that any subsequent transfer of the Notes or any interest
therein is subject to certain restrictions and conditions set forth in the
Indenture and the undersigned agrees to be bound by, and not to resell, pledge
or otherwise transfer the Notes or any interest therein except in compliance
with, such restrictions and conditions and the Securities Act of 1933, as
amended (the "Securities Act").

      2. We understand that the offer and sale of the Notes have not been
registered under the Securities Act, and that the Notes and any interest therein
may not be offered or sold except as permitted in the following sentence. We
agree, on our own behalf and on behalf of any accounts for which we are acting
as hereinafter stated, that if we should sell the Notes or any interest therein,
we will do so only (A) to the Company or any subsidiary thereof, (B) in
accordance with Rule 144A under the Securities Act to a "qualified institutional
buyer" (as defined therein), (C) to an institutional "accredited investor" (as
defined below) that, prior to such transfer, furnishes (or has furnished on its
behalf by a U.S. broker-dealer) to you and to the Company a signed letter
substantially in the form of this letter and an Opinion of Counsel in form
reasonably acceptable to the Company to the effect that such transfer is in
compliance with the Securities Act, (D) outside the United States in accordance
with Rule 904 of Regulation S under the Securities Act, (E) pursuant to the
provisions of Rule 144(k) under the Securities Act or (F) pursuant to an
effective registration statement under the Securities Act, and we further agree
to provide to any Person purchasing the Definitive Note or beneficial interest
in a Global Note from us in a transaction meeting the requirements of clauses
(A) through (E) of this paragraph a notice advising such purchaser that resales
thereof are restricted as stated herein.

                                      D-1
<PAGE>

      3. We understand that, on any proposed resale of the Notes or beneficial
interest therein, we will be required to furnish to you and the Company such
certifications, legal opinions and other information as you and the Company may
reasonably require to confirm that the proposed sale complies with the foregoing
restrictions. We further understand that the Notes purchased by us will bear a
legend to the foregoing effect.

      4. We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of our investment in the Notes, and we and
any accounts for which we are acting are each able to bear the economic risk of
our or its investment.

      5. We are acquiring the Notes or beneficial interest therein purchased by
us for our own account or for one or more accounts (each of which is an
institutional "accredited investor") as to each of which we exercise sole
investment discretion.

      You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby.

                                      __________________________________________
                                          [Insert Name of Accredited Investor]

                                      By: ______________________________________
                                          Name:
                                          Title:

Dated:  _______________________

                                      D-2
<PAGE>

                                                                       EXHIBIT E

                         [FORM OF NOTATION OF GUARANTEE]

      For value received, each Guarantor (which term includes any successor
Person under the Indenture) has, jointly and severally, unconditionally
guaranteed, to the extent set forth in the Indenture and subject to the
provisions in the Indenture dated as of March 25, 2004 (the "Indenture") among
American Achievement Corporation, (the "Company"), the Guarantors party thereto
and The Bank of New York, as trustee (the "Trustee"), (a) the due and punctual
payment of the principal of, premium and Special Interest, if any, and interest
on, the Notes, whether at maturity, by acceleration, redemption or otherwise,
the due and punctual payment of interest on overdue principal of and interest on
the Notes, if any, if lawful, and the due and punctual performance of all other
obligations of the Company to the Holders or the Trustee all in accordance with
the terms of the Indenture and (b) in case of any extension of time of payment
or renewal of any Notes or any of such other obligations, that the same will be
promptly paid in full when due or performed in accordance with the terms of the
extension or renewal, whether at stated maturity, by acceleration or otherwise.
The obligations of the Guarantors to the Holders of Notes and to the Trustee
pursuant to the Note Guarantee and the Indenture are expressly set forth in
Article 11 of the Indenture and reference is hereby made to the Indenture for
the precise terms of the Note Guarantee. Each Holder of a Note, by accepting the
same, (a) agrees to and shall be bound by such provisions (b) authorizes and
directs the Trustee, on behalf of such Holder, to take such action as may be
necessary or appropriate to effectuate the subordination as provided in the
Indenture and (c) appoints the Trustee attorney-in-fact of such Holder for such
purpose; provided, however, that the Indebtedness evidenced by this Note
Guarantee shall cease to be so subordinated and subject in right of payment upon
any defeasance of this Note in accordance with the provisions of the Indenture.

      Capitalized terms used but not defined herein have the meanings given to
them in the Indenture.

                                COMMEMORATIVE BRANDS, INC.
                                CBI NORTH AMERICA, INC.
                                TAYLOR SENIOR HOLDING CORP.
                                TP HOLDING CORP.
                                TAYLOR PUBLISHING COMPANY

                                By: ____________________________________
                                    Name:
                                    Title:

                                TAYLOR PUBLISHING MANUFACTURING, L.P.

                                By: Taylor Publishing Company, its General
                                    Partner

                                By: ____________________________________
                                    Name:
                                    Title:

                                TAYLOR MANUFACTURING HOLDINGS, LLC

                                By: Taylor Publishing Company, its Sole Member

                                By: ____________________________________
                                    Name:
                                    Title:

                                EDUCATIONAL COMMUNICATIONS, INC.

                                By: _____________________________________
                                    Name:
                                    Title:

                                       E-1

<PAGE>

                                                                       EXHIBIT F

                         [FORM OF SUPPLEMENTAL INDENTURE
                    TO BE DELIVERED BY SUBSEQUENT GUARANTORS]

      SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of
______________, among __________________ (the "Guaranteeing Subsidiary"), a
subsidiary of America Achievement Corporation (or its permitted successor), a
Delaware corporation (the "Company"), the Company, the other Guarantors (as
defined in the Indenture referred to herein) and The Bank of New York, as
trustee under the Indenture referred to below (the "Trustee").

                               W I T N E S S E T H

      WHEREAS, the Company has heretofore executed and delivered to the Trustee
an indenture (the "Indenture"), dated as of March 25, 2004 providing for the
issuance of 8.25% Senior Subordinated Notes due 2012 (the "Notes");

      WHEREAS, the Indenture provides that under certain circumstances the
Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental
indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally
guarantee all of the Company's Obligations under the Notes and the Indenture on
the terms and conditions set forth herein (the "Note Guarantee"); and

      WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture.

      NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the
equal and ratable benefit of the Holders of the Notes as follows:

      1. CAPITALIZED TERMS. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture.

      2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees to
provide an unconditional Guarantee on the terms and subject to the conditions
set forth in the Note Guarantee and in the Indenture including but not limited
to Article 11 thereof.

      3. NO RECOURSE AGAINST OTHERS. No past, present or future director,
officer, employee, incorporator, stockholder or agent of the Guaranteeing
Subsidiary, as such, shall have any liability for any obligations of the Company
or any Guaranteeing Subsidiary under the Notes, any Note Guarantees, the
Indenture or this Supplemental Indenture or for any claim based on, in respect
of, or by reason of, such obligations or their creation. Each Holder of the
Notes by accepting a Note waives and releases all such liability. The waiver and
release are part of the consideration for issuance of the Notes. Such waiver may
not be effective to waive liabilities under the federal securities laws and it
is the view of the SEC that such a waiver is against public policy.

      4. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL
GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT
TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION
OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

                                      F-1
<PAGE>

      5. COUNTERPARTS. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.

      6. EFFECT OF HEADINGS. The Section headings herein are for convenience
only and shall not affect the construction hereof.

      7. THE TRUSTEE. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental
Indenture or for or in respect of the recitals contained herein, all of which
recitals are made solely by the Guaranteeing Subsidiary and the Company.

                                      F-2
<PAGE>

      IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed and attested, all as of the date first above
written.

      Dated: _______________, 20___

                                [GUARANTEEING SUBSIDIARY]

                                By: _______________________________
                                    Name:
                                    Title:

                                AMERICAN ACHIEVEMENT CORPORATION

                                By: _______________________________
                                    Name:
                                    Title:

                               [EXISTING GUARANTORS]

                                By: _______________________________
                                    Name:
                                    Title:

                                THE BANK OF NEW YORK,
                                 as Trustee

                                By: _______________________________
                                    Authorized Signatory

                                      F-3